Exhibit 10.5

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$525,000,000

CREDIT AGREEMENT

dated as of June 21, 2004,

among

ADESA, INC.,
as Borrower,

THE GUARANTORS PARTY THERETO,
as Subsidiary Guarantors,

THE LENDERS PARTY THERETO

and

UBS SECURITIES LLC
and
MERRILL LYNCH & CO.,
as Joint Lead Arrangers and Co-Bookmanagers,

BANK ONE, N.A.,
GENERAL ELECTRIC CAPITAL CORPORATION,
KEYBANK NATIONAL ASSOCIATION,
SUNTRUST BANK
and
U.S. BANK NATIONAL ASSOCIATION
as Co-Documentation Agents,

MERRILL LYNCH & CO.,
as Syndication Agent,

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

and

UBS LOAN FINANCE LLC,
as Swingline Lender

Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005

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TABLE OF CONTENTS

|Section                        |  |                                                            |  | Page
|------------------------------ |  | ---------------------------------------------------------- |  | ----
|ARTICLE I                     
|DEFINITIONS                   
|SECTION 1.01                   |  | Defined Terms                                              |  | 1   
|SECTION 1.02                   |  | Classification of Loans and Borrowings                     |  | 28  
|SECTION 1.03                   |  | Terms Generally                                            |  | 28  
|SECTION 1.04                   |  | Accounting Terms; GAAP                                     |  | 28  
|SECTION 1.05                   |  | Resolution of Drafting Ambiguities                         |  | 28  
|ARTICLE II                    
|THE CREDITS                   
|SECTION 2.01                   |  | Commitments                                                |  | 28  
|SECTION 2.02                   |  | Loans                                                      |  | 29  
|SECTION 2.03                   |  | Borrowing Procedure                                        |  | 30  
|SECTION 2.04                   |  | Evidence of Debt; Repayment of Loans                       |  | 30  
|SECTION 2.05                   |  | Fees                                                       |  | 31  
|SECTION 2.06                   |  | Interest on Loans                                          |  | 32  
|SECTION 2.07                   |  | Termination and Reduction of Commitments                   |  | 32  
|SECTION 2.08                   |  | Interest Elections                                         |  | 33  
|SECTION 2.09                   |  | Amortization of Term Borrowings                            |  | 34  
|SECTION 2.10                   |  | Optional and Mandatory Prepayments of Loans                |  | 34  
|SECTION 2.11                   |  | Alternate Rate of Interest                                 |  | 36  
|SECTION 2.12                   |  | Increased Costs                                            |  | 37  
|SECTION 2.13                   |  | Breakage Payments                                          |  | 38  
|SECTION 2.14                   |  | Payments Generally; Pro Rata Treatment; Sharing of Setoffs |  | 38  
|SECTION 2.15                   |  | Taxes                                                      |  | 39  
|SECTION 2.16                   |  | Mitigation Obligations; Replacement of Lenders             |  | 41  
|SECTION 2.17                   |  | Swingline Loans                                            |  | 42  
|SECTION 2.18                   |  | Letters of Credit                                          |  | 43  
|ARTICLE III                   
|REPRESENTATIONS AND WARRANTIES
|SECTION 3.01                   |  | Organization; Powers                                       |  | 48  
|SECTION 3.02                   |  | Authorization; Enforceability                              |  | 49  
|SECTION 3.03                   |  | No Conflicts                                               |  | 49  
|SECTION 3.04                   |  | Financial Statements; Projections                          |  | 49  
|SECTION 3.05                   |  | Properties                                                 |  | 50  
|SECTION 3.06                   |  | Intellectual Property                                      |  | 50  
|SECTION 3.07                   |  | Equity Interests and Subsidiaries                          |  | 51  
|SECTION 3.08                   |  | Litigation; Compliance with Laws                           |  | 51  
|SECTION 3.09                   |  | Agreements                                                 |  | 52  
|SECTION 3.10                   |  | Federal Reserve Regulations                                |  | 52  
|SECTION 3.11                   |  | Investment Company Act; Public Utility Holding Company Act |  | 52  
|SECTION 3.12                   |  | Use of Proceeds                                            |  | 52  
|SECTION 3.13                   |  | Taxes                                                      |  | 52  
|SECTION 3.14                   |  | No Material Misstatements                                  |  | 52  
|SECTION 3.15                   |  | Labor Matters                                              |  | 53  
|                               |  |                                                            |  |     

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|SECTION 3.16                    |  | Solvency                                                                                              |  | 53
|------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | --
|SECTION 3.17                    |  | Employee Benefit Plans                                                                                |  | 53
|SECTION 3.18                    |  | Environmental Matters                                                                                 |  | 54
|SECTION 3.19                    |  | Insurance                                                                                             |  | 55
|SECTION 3.20                    |  | Security Documents                                                                                    |  | 55
|SECTION 3.21                    |  | Anti-Terrorism Law                                                                                    |  | 55
|SECTION 3.22                    |  | Subordination of Senior Subordinated Notes                                                            |  | 56
|ARTICLE IV                     
|CONDITIONS TO CREDIT EXTENSIONS
|SECTION 4.01                    |  | Conditions to Initial Credit Extension                                                                |  | 56
|SECTION 4.02                    |  | Conditions to All Credit Extensions                                                                   |  | 59
|ARTICLE V                      
|AFFIRMATIVE COVENANTS          
|SECTION 5.01                    |  | Financial Statements, Reports, etc                                                                    |  | 60
|SECTION 5.02                    |  | Litigation and Other Notices                                                                          |  | 61
|SECTION 5.03                    |  | Existence; Businesses and Properties                                                                  |  | 61
|SECTION 5.04                    |  | Insurance                                                                                             |  | 62
|SECTION 5.05                    |  | Obligations and Taxes                                                                                 |  | 62
|SECTION 5.06                    |  | Employee Benefits                                                                                     |  | 63
|SECTION 5.07                    |  | Maintaining Records; Access to Properties and Inspections; Annual Meetings                            |  | 63
|SECTION 5.08                    |  | Use of Proceeds                                                                                       |  | 63
|SECTION 5.09                    |  | Compliance with Environmental Laws; Environmental Reports                                             |  | 63
|SECTION 5.10                    |  | Interest Rate Protection                                                                              |  | 64
|SECTION 5.11                    |  | Additional Collateral; Additional Subsidiary Guarantors                                               |  | 64
|SECTION 5.12                    |  | Security Interests; Further Assurances                                                                |  | 65
|SECTION 5.13                    |  | Information Regarding Collateral                                                                      |  | 65
|SECTION 5.14                    |  | Redemption of Outstanding Debt                                                                        |  | 65
|ARTICLE VI                     
|NEGATIVE COVENANTS             
|SECTION 6.01                    |  | Indebtedness                                                                                          |  | 66
|SECTION 6.02                    |  | Liens                                                                                                 |  | 67
|SECTION 6.03                    |  | Sale and Leaseback Transactions                                                                       |  | 69
|SECTION 6.04                    |  | Investment, Loan and Advances                                                                         |  | 69
|SECTION 6.05                    |  | Mergers and Consolidations                                                                            |  | 71
|SECTION 6.06                    |  | Asset Sales                                                                                           |  | 71
|SECTION 6.07                    |  | Acquisitions                                                                                          |  | 72
|SECTION 6.08                    |  | Dividends                                                                                             |  | 72
|SECTION 6.09                    |  | Transactions with Affiliates                                                                          |  | 73
|SECTION 6.10                    |  | Financial Covenants                                                                                   |  | 73
|SECTION 6.11                    |  | Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc |  | 74
|SECTION 6.12                    |  | Limitation on Certain Restrictions on Subsidiaries                                                    |  | 74
|SECTION 6.13                    |  | Limitation on Creation of Subsidiaries                                                                |  | 75
|SECTION 6.14                    |  | Business                                                                                              |  | 75
|                                |  |                                                                                                       |  |   

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|SECTION 6.15                                      |  | Limitation on Accounting Changes                           |  | 75
|------------------------------------------------- |  | ---------------------------------------------------------- |  | --
|SECTION 6.16                                      |  | Fiscal Year                                                |  | 75
|SECTION 6.17                                      |  | No Further Negative Pledge                                 |  | 75
|SECTION 6.18                                      |  | Anti-Terrorism Law; Anti-Money Laundering                  |  | 75
|SECTION 6.19                                      |  | Embargoed Person                                           |  | 76
|ARTICLE VII                                      
|GUARANTEE                                        
|SECTION 7.01                                      |  | The Guarantee                                              |  | 76
|SECTION 7.02                                      |  | Obligations Unconditional                                  |  | 76
|SECTION 7.03                                      |  | Reinstatement                                              |  | 77
|SECTION 7.04                                      |  | Subrogation; Subordination                                 |  | 77
|SECTION 7.05                                      |  | Remedies                                                   |  | 78
|SECTION 7.06                                      |  | Instrument for the Payment of Money                        |  | 78
|SECTION 7.07                                      |  | Continuing Guarantee                                       |  | 78
|SECTION 7.08                                      |  | General Limitation on Guarantee Obligations                |  | 78
|SECTION 7.09                                      |  | Release of Subsidiary Guarantors                           |  | 78
|SECTION 7.10                                      |  | No Proceedings                                             |  | 78
|ARTICLE VIII                                     
|EVENTS OF DEFAULT                                
|SECTION 8.01                                      |  | Events of Default                                          |  | 79
|ARTICLE IX                                       
|THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
|SECTION 9.01                                      |  | Appointment                                                |  | 81
|SECTION 9.02                                      |  | Agent in Its Individual Capacity                           |  | 81
|SECTION 9.03                                      |  | Exculpatory Provisions                                     |  | 81
|SECTION 9.04                                      |  | Reliance by Agent                                          |  | 82
|SECTION 9.05                                      |  | Delegation of Duties                                       |  | 82
|SECTION 9.06                                      |  | Successor Agent                                            |  | 82
|SECTION 9.07                                      |  | Non-Reliance on Agent and Other Lenders                    |  | 83
|SECTION 9.08                                      |  | Name Agents                                                |  | 83
|SECTION 9.09                                      |  | Indemnification                                            |  | 83
|ARTICLE X                                        
|MISCELLANEOUS                                    
|SECTION 10.01                                     |  | Notices                                                    |  | 83
|SECTION 10.02                                     |  | Waivers; Amendment                                         |  | 84
|SECTION 10.03                                     |  | Expenses; Indemnity                                        |  | 87
|SECTION 10.04                                     |  | Successors and Assigns                                     |  | 88
|SECTION 10.05                                     |  | Survival of Agreement                                      |  | 90
|SECTION 10.06                                     |  | Counterparts; Integration; Effectiveness                   |  | 91
|SECTION 10.07                                     |  | Severability                                               |  | 91
|SECTION 10.08                                     |  | Right of Setoff                                            |  | 91
|SECTION 10.09                                     |  | Governing Law; Jurisdiction; Consent to Service of Process |  | 91
|SECTION 10.10                                     |  | Waiver of Jury Trial                                       |  | 92
|SECTION 10.11                                     |  | Headings                                                   |  | 92
|                                                  |  |                                                            |  |   

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|SECTION 10.12    |  | Confidentiality                              |  | 92
|---------------- |  | -------------------------------------------- |  | --
|SECTION 10.13    |  | Interest Rate Limitation                     |  | 93
|SECTION 10.14    |  | Lender Addendum                              |  | 93
|SECTION 10.15    |  | Obligations Absolute                         |  | 93
|ANNEXES          |  |                                              |  |   
|Annex I          |  | Applicable Margin                            |  |   
|Annex II         |  | Amortization Table                           |  |   
|SCHEDULES        |  |                                              |  |   
|Schedule A       |  | Terms of Dividend Note                       |  |   
|Schedule B       |  | Repayment of Outstanding Indebtedness        |  |   
|Schedule 3.03    |  | Governmental Approvals; Compliance with Laws |  |   
|Schedule 3.06(c) |  | Violations or Proceedings                    |  |   
|Schedule 3.07(a) |  | Subsidiaries                                 |  |   
|Schedule 3.07(b) |  | Consents                                     |  |   
|Schedule 3.07(c) |  | Corporate Organizational Chart               |  |   
|Schedule 3.08    |  | Litigation                                   |  |   
|Schedule 3.15    |  | Labor Matters                                |  |   
|Schedule 3.17    |  | ERISA                                        |  |   
|Schedule 3.18    |  | Environmental Matters                        |  |   
|Schedule 3.19    |  | Insurance                                    |  |   
|Schedule 4.01(g) |  | Local Counsel                                |  |   
|Schedule 5.13    |  | Information Regarding Collateral             |  |   
|Schedule 6.01(b) |  | Existing Indebtedness                        |  |   
|Schedule 6.02(c) |  | Existing Liens                               |  |   
|Schedule 6.04(b) |  | Existing Investments                         |  |   
|Schedule 6.07    |  | Certain Acquisitions                         |  |   
|Schedule 6.09    |  | Existing Transactions with Affiliates        |  |   
|EXHIBITS         |  |                                              |  |   
|Exhibit A        |  | Form of Administrative Questionnaire         |  |   
|Exhibit B        |  | Form of Assignment and Assumption            |  |   
|Exhibit C        |  | Form of Borrowing Request                    |  |   
|Exhibit D        |  | Form of Compliance Certificate               |  |   
|Exhibit E        |  | Form of Interest Election Request            |  |   
|Exhibit F        |  | Form of Joinder Agreement                    |  |   
|Exhibit G        |  | Form of LC Request                           |  |   
|Exhibit H        |  | Form of Lender Addendum                      |  |   
|Exhibit I-1      |  | Form of Tranche A Term Note                  |  |   
|Exhibit I-2      |  | Form of Tranche B Term Note                  |  |   
|Exhibit I-3      |  | Form of Revolving Note                       |  |   
|Exhibit I-4      |  | Form of Swingline Note                       |  |   
|Exhibit J        |  | Form of Pledge Agreement                     |  |   
|Exhibit K-1      |  | Form of Opinion of Company Counsel           |  |   
|Exhibit K-2      |  | Form of Opinion of Local Counsel             |  |   
|Exhibit L        |  | Form of Solvency Certificate                 |  |   
|Exhibit M        |  | Form of Intercompany Note                    |  |   
|Exhibit N        |  | Form of Non-Bank Certificate                 |  |   

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CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, modified or otherwise supplemented from time to time in accordance herewith, this
"Agreement") dated as of June 21, 2004, among ADESA, INC., a Delaware corporation ("Borrower"),
the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it inArticle I),
the Lenders, UBS SECURITIES LLC and MERRILL LYNCH & CO., as joint lead arrangers (in such capacity, each an "Arranger" and, together, the
"Arrangers"), BANK ONE, N.A., GENERAL ELECTRIC CAPITAL CORPORATION, KEYBANK NATIONAL ASSOCIATION, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as
co-documentation agents (in such capacity, each a "Documentation Agent" and, together, the "Documentation
Agents"), MERRILL LYNCH & CO., as syndication agent (in such capacity, "Syndication Agent"), UBS LOAN FINANCE LLC, as
swingline lender (in such capacity, "Swingline Lender"), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity,
"Issuing Bank"), as administrative agent (in such capacity, "Administrative Agent") for the Lenders and
as collateral agent (in such capacity, "Collateral Agent") for the Secured Parties and the Issuing Bank.

WITNESSETH:

WHEREAS, Borrower proposes to (i) distribute a $100.0 million dividend to its sole shareholder, ALLETE, Inc.
("ALLETE") in the form of a demand promissory note in the principal amount of $100.0 million having the terms set forth on Schedule Ahereto (the
"Dividend Note"), (ii) repay $200.2 million of its
outstanding debt, as described onSchedule Bhereto, (iii) repay $200.0 million of intercompany debt owed to ALLETE and its
affiliates, as described onSchedule Bhereto and (iv) repurchase shares of its common stock from certain ALLETE employee benefit plans
for an approximate purchase price of $130.0 million.

WHEREAS,
the IPO and the Senior Subordinated Notes Offering shall be consummated simultaneously with the Initial Funding Date.

WHEREAS,
Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Initial Funding Date, in an aggregate principal amount not in excess of
$375,000,000, and (b) Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of
$150,000,000.

WHEREAS,
Borrower has requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at
any time outstanding not in excess of $30,000,000.

WHEREAS,
Borrower has requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $25,000,000, to support payment
obligations incurred in the ordinary course of business by Borrower and its Subsidiaries.

WHEREAS,
the proceeds of the Loans are to be used in accordance withSection 3.12.

NOW,
THEREFORE, the Lenders are willing to extend such credit to Borrower and the Issuing Bank is willing to issue letters of credit for the account of Borrower on the terms and subject
to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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



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SECTION 1.02Classification of Loans and Borrowings.For
purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type
(e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also
may be classified and
referred to by Class (e.g., a "Revolving Borrowing," "Borrowing of Tranche A Loans") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

SECTION 1.03Terms Generally.The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any person shall be construed to include such person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated.

SECTION 1.04Accounting Terms; GAAP.Except as otherwise
expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting
or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders.

SECTION 1.05Resolution of Drafting Ambiguities.Each Loan Party
acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated
in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01Commitments.Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly:



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Amounts
paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set
forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

SECTION 2.02Loans.(a) Each Loan (other than Swingline Loans)
shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments;providedthat the
failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the
failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing
shall be in an aggregate principal amount that is (i) an integral
multiple of $1.0 million and not less than $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans
comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $3.0 million or (ii) equal to the
remaining available balance of the applicable Commitments.

(b)   Subject
toSections 2.11and2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as Borrower may request pursuant toSection 2.03. Each Lender may at its option make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;providedthat any exercise of such option shall not affect
the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; providedthat Borrower shall not be
entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding
hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)   Except
with respect to Loans made pursuant toSection 2.18(e)(ii), each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m.,
New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the
Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

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

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Borrowing
for purposes of this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d)shall cease.

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

SECTION 2.03Borrowing Procedure.To request a Revolving
Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than
9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable (unless Borrower receives notice from the Agent or any Lender that such
Borrowing cannot be a Eurodollar Borrowing) and shall specify the following information in compliance withSection 2.02:



If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04Evidence of Debt; Repayment of Loans.(a) Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each
Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; providedthat on
each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing
was requested with the proceeds of such Borrowing.

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

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(c)   The
Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest
Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any
sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d)   The
entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall beprima facieevidence of the existence and amounts of the obligations therein recorded, absent manifest error;providedthat the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

(e)   Any
Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by such Lender be evidenced by a promissory
note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) in the form ofExhibit I-I,I-2, I-3orI-4, as the case may be. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after assignment pursuant toSection 10.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.05Fees.



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

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

(c)   Notwithstanding
the foregoing, during an Event of Default underSection 8.01(a), (b),(g)or(h), all Obligations shall, to the extent
permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest on any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of thisSection 2.06or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Revolving Loans as provided inSection 2.06(a)(in either case, the "Default
Rate"). In addition, during such Event of Default, the LC Participation Fee shall be 2% plus the rate otherwise applicable under Section 2.05(c)(i).

(d)   Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan;providedthat
(i) interest accrued pursuant toSection 2.06(c)shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion.

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

SECTION 2.07Termination and Reduction of Commitments.(a) The
Tranche A Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Initial Funding Date. The Tranche B Commitment shall automatically terminate at 5:00 p.m., New
York City time, on the Tranche B Commitment Termination Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date.
Notwithstanding the

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foregoing,
all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on June 30, 2004, if the initial Credit Extension shall not have occurred by such time.

(b)   At
its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; providedthat (i) each reduction of the Commitments of any Class shall be in
an amount that is an integral multiple of $1.0 million and
not less than $3.0 million and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance
withSection 2.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

(c)   Borrower
shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b)at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the
effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section
shall be irrevocable;providedthat a notice of termination of the Commitments delivered by Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is
not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

SECTION 2.08Interest Elections.(a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower
shall not be entitled to request any conversion or continuation that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any one time. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued, except into a Revolving Loan.

(b)   To
make an election pursuant to this Section, Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Interest Election Request to the
Administrative Agent not later than the time that a Borrowing Request would be required underSection 2.03if Borrower were requesting a
Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable.

(c)   Each
Interest Election Request shall specify the following information in compliance withSection 2.02:



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If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one
month's duration.

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

(e)   If
an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period, the Interest Period applicable to such Borrowing shall be deemed to be one month. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Borrower, that (i) no outstanding Borrowing
may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

SECTION 2.09Amortization of Term Borrowings.(a) Borrower shall
pay to the Administrative Agent, for the account of the Lenders, on the dates set forth onAnnex II, or if any such date is not a Business Day, on the
immediately preceding Business Day (each such date, a "Term Loan Repayment Date"), a principal amount of the Tranche A Loans and the Tranche B Loans
equal to the amount set forth onAnnex IIfor such date (as adjusted from time to time pursuant to Section 2.10(e)), together in each case with
accrued and unpaid interest on the principal amount to be paid to but excluding the date of such
payment.

(b)   To
the extent not previously paid, (i) all Tranche A Loans shall be due and payable on the Tranche A Maturity Date and (ii) all Tranche B Loans shall be
due and payable on the Tranche B Maturity Date.

SECTION 2.10Optional and Mandatory Prepayments of Loans.



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



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

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



and
the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company, if any, of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of
any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then Borrower will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered, it being understood
that, to the extent duplicative of the provisions ofSection 2.15, thisSection 2.12shall
not apply to Taxes.

(b)   If
any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of
such Lender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.

(c)   A
certificate of a Lender or the Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of thisSection 2.12shall be delivered to Borrower (with
a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any
such certificate within 10 Business Days after receipt thereof.

(d)   Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; providedthat Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.12for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies

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Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided,further, that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall not begin earlier than the date of effectiveness of the Change in Law.

SECTION 2.13Breakage Payments.In the
event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the
Interest Period applicable thereto as a result of a request by Borrower pursuant toSection 2.16, then, in
any such event, Borrower shall compensate each Lender for the loss (other than a loss of anticipated profits), cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest
which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to
thisSection 2.13shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest
error. Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.14Payments Generally; Pro Rata Treatment; Sharing of
Setoffs.(a) Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or
Reimbursement Obligations, or of amounts payable underSection 2.12,2.13or 2.15, or otherwise) on or
before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant toSections 2.12,2.13, 2.15and10.03shall be made directly to the persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate
recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan
Document shall be made in dollars, except as expressly specified otherwise.

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

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such
parties, and (ii)second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

(c)   If
any Lender shall, by exercising any right of setoff or counterclaim or otherwise (including by exercise of its rights under the Pledge Agreements), obtain payment in
respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans;providedthat (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or
any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which thisSection 2.14(c)applies, such
Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c)to share in the benefits of the recovery of such secured claim.

(d)   Unless
the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the
Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)   If
any Lender shall fail to make any payment required to be made by it pursuant toSection 2.02(c), 2.14(d),2.17(d),2.18(d), 2.18(e)or10.03(d), then the Administrative Agent may, in its discretion (notwithstanding any
contrary
provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

SECTION 2.15Taxes.(a) Any and all
payments by or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made without setoff, counterclaim or other defense and free and clear of and without
deduction or withholding for any and all Indemnified Taxes;providedthat if Borrower shall be required by law to deduct any Indemnified Taxes from such

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payments,
then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions or withholdings applicable to additional sums payable under
thisSection 2.15) the Administrative Agent, any Lender or the Issuing Bank, as the case may be, receives an amount equal to the sum it would
have received had no such deductions or withholdings been made, (ii) Borrower shall make such deductions or withholdings and (iii) Borrower shall pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law.

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

(c)   Borrower
shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) and any penalties and
interest arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the Issuing Bank, or
by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)   As
soon as practicable after any payment of Indemnified Taxes or Other Taxes and in any event within 30 days of any such payment being due, by Borrower to a
Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)   Any
Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate. Each Foreign Lender shall (i) furnish either (a) two accurate and complete originally executed U.S. Internal Revenue Service
Form W-8BEN (or successor form) or (b) an accurate and complete U.S. Internal Revenue Service Form W-8ECI (or successor form), certifying, in either case,
to such Foreign Lender's legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all interest payments hereunder, and (ii) to the extent it may lawfully
do so at such times, upon reasonable request by Borrower or the Administrative Agent, provide a new Form W-8BEN (or successor form) or Form W-8ECI (or successor
form) upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to
any interest payment hereunder;providedthat any Foreign Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code
shall also furnish a "Non-Bank Certificate" in the form ofExhibit Nif it is furnishing a Form W-8BEN.

(f)    If
the Administrative Agent or a Lender (or an assignee) determines in its reasonable discretion that it has received a refund of any Indemnified Taxes or Other Taxes as
to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to thisSection 2.15, it
shall pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 2.15with respect to the Indemnified Taxes or
the Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of

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the
Administrative Agent or such Lender (or assignee) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided,however, that Borrower, upon the request of the Administrative Agent or such Lender (or
assignee), agrees to repay the amount paid over to Borrower (plusany penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender (or assignee) within a reasonable time (not to exceed 20 days) after receipt of written notice that the Administrative Agent or such Lender
(or assignee) is required to repay such refund to such Governmental Authority. Nothing contained in thisSection 2.15(f)shall require the
Administrative Agent or any Lender (or assignee) to make available its Tax Returns or any other information which it deems confidential to Borrower or any other person. Notwithstanding anything to the
contrary, in no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender
would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

SECTION 2.16Mitigation Obligations; Replacement of Lenders.



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SECTION 2.17Swingline Loans.



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SECTION 2.18Letters of Credit



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44

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

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

SECTION 3.01Organization; Powers.Each Company (a) is
duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and
lease its property if necessary to conduct such business and (c) is qualified and in good standing (to the extent such concept is applicable in the

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applicable
jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of any Company or any event which, with the
giving of notice or passage of time or both, would constitute a default by any party thereunder.

SECTION 3.02Authorization; Enforceability.The Transactions to
be entered into by each Loan Party are within such Loan Party's powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and
delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03No Conflicts.Except as set forth on Schedule 3.03, the Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and
(iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect,
(b) will not violate the Organizational Documents of any Company or any judgment, decree or order of any Governmental Authority applicable to any Company, (c) will not violate or result
in a default or require any consent or approval under any indenture, material agreement, Organizational Document or other material instrument binding upon any Company or its property, or give rise to
a right thereunder to require any payment to be made by any Company, except
for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of
any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

SECTION 3.04Financial Statements; Projections.(a) Borrower has
heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders' equity and cash flows of Borrower (x) as of and for the fiscal years ended
December 31, 2001, 2002 and 2003, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and (y) as of and for the
three-month period ended March 31, 2004 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower. Such financial statements
and all financial statements delivered pursuant toSections 5.01(a)and(b)have been prepared in
accordance with GAAP and present fairly and accurately the financial condition and results of operations and cash flows of Borrower as of the dates and for the periods to which they relate, subject to
year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (y) above. Except as set forth in such financial statements or in the
notes thereto, after giving effect to the Transactions, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could
reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability,
other than liabilities under the Loan Documents and the Senior Subordinated Note Documents.

(b)   Borrower
has heretofore delivered to the Lenders Borrower's unauditedpro formaconsolidated balance sheet and statements
of income and cash flows andpro formaEBITDA for the fiscal year ended December 31, 2003, as of and for the three-month period ended
March 31, 2004 and for the latest four-quarter period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Transactions as if they had
occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash

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flows.
Suchpro formafinancial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which
assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery
thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly the pro formaconsolidated financial
position and results of operations of Borrower as of such date and for such periods, assuming that the Transactions had
occurred at such dates (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and that no guarantee can be given
that such projections will be realized).

(c)   The
forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders for the period January 1, 2004 through December 31, 2008
have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable (it being understood that projections are subject to significant uncertainties and
contingencies, many of which are beyond Borrower's control, and that no guarantee can be given that such projections will be realized).

(d)   Since
December 31, 2003, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be
expected to result in a Material Adverse Effect.

SECTION 3.05Properties.(a) Each Company has good title to, or
valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or
in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property of the Companies, taken as a
whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), except to the extent that the failure to be in such condition could not reasonably be expected to
result in a Material Adverse Effect, and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b)   No
Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its
property that could reasonably be expected to have a Material Adverse Effect.

(c)   Each
Company owns or has rights to use all of the property and all rights with respect to any of the foregoing used in, necessary for or material to each Company's
business as currently conducted. The use by each Company of such property and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement
which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company's use of any property
does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06Intellectual Property.



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SECTION 3.07Equity Interests and Subsidiaries.(a) Schedule 3.07(a)sets forth a
list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date
and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants,
rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other
than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly through Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and
marketable title to, the Equity Interests pledged by it under the Pledge Agreements, free of any and all Liens, rights or claims of other persons, except the security interest created by the Pledge
Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible
into, or that requires the issuance or sale of, any such Equity Interests.

(b)   Except
as set forth onSchedule 3.07(b), no consent of any person including any other general or limited partner,
any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with
the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under
the Pledge Agreements or the exercise by the Collateral Agent of the voting or other rights provided for in the Pledge Agreements or the exercise of remedies in respect thereof.

(c)   An
accurate organization chart, showing the ownership structure of Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transactions, is set
forth onSchedule 3.07(c).

SECTION 3.08Litigation; Compliance with Laws.(a) Except as set
forth onSchedule 3.08, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to
the knowledge of any Company, overtly threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or any of the
Transactions or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)   Except
for matters covered bySection 3.18, no Company or any of its property is in violation of, nor will the
continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions
of record or agreements affecting any Company's Real Property or is in default with respect to any judgment, writ, injunction, decree, rule or order of any Governmental Authority, where such violation
or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

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SECTION 3.09Agreements.(a) No Company is a party to any
agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b)   No
Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or
instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition
exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

SECTION 3.10Federal Reserve Regulations.(a) No Company is
engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

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

SECTION 3.11Investment Company Act; Public Utility Holding Company
Act.No Company is (a) an "investment company" or a company "controlled" by an "investment company," as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a "holding company," an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company," as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.12Use of Proceeds.Borrower will use the proceeds of
(a) the Term Loans, the IPO and the issuance of the Senior Subordinated Notes to (i) repay $200.2 million of outstanding debt, as described on Schedule Bhereto, (ii) repay
$[    ]million of intercompany debt owed to ALLETE and its affiliates, as
described onSchedule Bhereto, (iii) repurchase shares of Borrower's common stock from certain ALLETE employee benefit plans for an
approximate purchase price of $130.0 million, (iv) pay related fees and expenses and (v) use for general corporate purposes and (b) the Revolving Loans and Swingline Loans
on and after the Initial Funding Date for working capital and general corporate purposes (including to effect Permitted Acquisitions).

SECTION 3.13Taxes.Each Company has (a) timely filed or
caused to be timely filed all material federal income Tax Returns and all material state, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true
and correct in all material respects and (b) duly and timely paid or caused to be duly and timely paid all Taxes (whether or not shown on any Tax Return) due and payable by it and all
assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in
accordance with GAAP or (ii) which could not, individually or in the aggregate, have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes
not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a
Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a "tax shelter" within the meaning of Section 6111(c), Section 6111(d) or
Section 6662(d)(2)(C)(iii) of the Code, or has ever "participated" in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4, except as
could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.14No Material Misstatements.No
(a) information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule furnished by any Company or

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(b) written
information, report or financial statement furnished on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto (including the Confidential Information Memorandum), when taken as a whole, contained or contains any material misstatement of fact or omitted or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or
certified;providedthat to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast
or projection, each Company represents only that it acted in good faith and utilized assumptions deemed reasonable at the time of preparation and due care in the preparation of such information,
report, financial statement, exhibit or schedule (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and that
no guarantee can be given that such projections will be realized).

SECTION 3.15Labor Matters.As of the date hereof and the
Closing Date, except as set forth onSchedule 3.15, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge
of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable
federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which
any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company
except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right
of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16Solvency.Immediately after the consummation of the
Transactions to occur on the Initial Funding Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value
of the properties of each Loan Party (on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable
value of the property of each Loan Party (on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (on a consolidated basis with its Subsidiaries) will be
able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (on a consolidated basis with
its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the
Closing Date.

SECTION 3.17Employee Benefit Plans.Except as set forth on Schedule 3.17:
(a) Each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA
and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of any Company or any of its ERISA Affiliates or the imposition of a Lien on any of the property of any Company. The present value of all
accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than $5.0 million the fair market value of the property of all such underfunded Plans. Using actuarial assumptions and
computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company

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or
its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably
be expected to result in a Material Adverse Effect.

(b)   To
the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection
with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the
end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such
Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

SECTION 3.18Environmental Matters.(a) Except as set forth in Schedule 3.18and
except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:



(b)   Except
as set forth inSchedule 3.18:



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SECTION
3.19Insurance.Schedule 3.19sets forth a
true, complete and correct description of all insurance maintained by each Company as of the Closing Date. All insurance maintained by the Companies is in full force and effect, all premiums have been
duly paid and no Company has received notice of violation or cancellation thereof. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of
a similar size engaged in similar businesses in similar locations.

SECTION 3.20Security Documents.(a) The Pledge Agreements are
effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral and, when
(i) financing statements and other filings in appropriate form are filed in the offices specified onSchedule 2to the Pledge Agreement,
(ii) the applicable steps described in the legal opinions of foreign counsel are complied with, and (iii) upon the taking of possession or control by the Collateral Agent of the
Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control
by the Collateral Agent is required by each Pledge Agreement), the Liens created by the Pledge Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and
interest of the grantors thereunder in the Collateral subject to no Liens.

(b)   Each
Security Document delivered pursuant toSections 5.11and5.12will,
upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in,
all of the Loan Parties' right, title and interest in and to the Collateral thereunder, and when (i) all appropriate filings or recordings are made in the appropriate offices as may be required
under applicable law, (ii) the applicable steps described in the legal opinions of foreign counsel are complied with, and (iii) upon the taking of possession or control by the Collateral
Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession
or control by the Collateral Agent is required by each Pledge Agreement), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of
the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

SECTION 3.21Anti-Terrorism Law.(a) No Loan Party
and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any laws relating to terrorism or money laundering

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("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the
"Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56.

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



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

SECTION 3.22Subordination of Senior Subordinated Notes.The
Obligations are "Senior Debt," the Guaranteed Obligations are "Subsidiary Guarantor Senior Debt" and the Obligations and Guaranteed Obligations are "Designated Senior Debt," in each case, within the
meaning of the Senior Subordinated Note Documents.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01Conditions to Initial Credit Extension.The
obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in thisSection 4.01.



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



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Each
of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension or renewal of a Letter of Credit and the acceptance by Borrower of the proceeds of
such Credit Extension shall constitute a representation and warranty by Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to
such Credit Extension and the application of the proceeds thereof) the conditions contained in thisSection 4.02have been satisfied. Borrower
shall provide such information (including calculations in reasonable detail of the covenants inSection 6.10) as the Administrative Agent may
reasonably request to confirm that the conditions in thisSection 4.02have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

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

SECTION 5.01Financial Statements, Reports, etc.Furnish to the
Administrative Agent:



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SECTION 5.02Litigation and Other Notices.Furnish to the
Administrative Agent written notice of the following promptly (and, in any event, within three Business Days of the occurrence thereof):



SECTION 5.03Existence; Businesses and Properties.(a) Do or
cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05orSection 6.06or, in the case of any Subsidiary, where the failure to
perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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(b)   Do
or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently
conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its material obligations under all Leases and Transaction Documents; and at
all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in
the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all times;providedthat nothing in this Section 5.03(b)shall prevent
(i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05orSection 6.06; (ii) the
withdrawal by any Company of its
qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or
(iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or
no longer commercially desirable.

SECTION 5.04Insurance.(a) Keep its insurable property
adequately insured at all times by financially sound and reputable insurers and maintain such other insurance, in each case, to such extent and against such risks as is customary with companies in the
same or similar businesses operating in the same or similar locations, including insurance with respect to properties material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical
hazard insurance on an "all risk" basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims,
(iii) business interruption insurance and (iv) worker's compensation insurance and such other insurance as may be required by any Requirement of Law; providedthat with respect to physical
hazard insurance, neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any
claim in excess of $5.0 million thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed);provided, further, that no consent of any Company shall be required during an Event of Default.

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

SECTION 5.05Obligations and Taxes.(a) Pay its Indebtedness and
other obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or
profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof;providedthat such payment and discharge shall not be
required with respect to any such obligation, Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings

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timely
instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP
and (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien or (y) the
non-payment of all such obligations, Taxes, assessments, charges, levies or claims in the aggregate could not reasonably be expected to result in a Material Adverse Effect.

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

(c)   Borrower
does not intend to treat the Loans as being a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4. In the
event Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

SECTION 5.06Employee Benefits.(a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as practicable after, and in any event within 5 days after
any Responsible Officer of any Company knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in
liability of the Companies or any of their ERISA Affiliates in an aggregate amount that could reasonably be expected to have a Material Adverse Effect or the imposition of a Lien, a statement of a
Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the
Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal
Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a
Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan
sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

SECTION 5.07Maintaining Records; Access to Properties and Inspections; Annual
Meetings.Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all
dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by the Administrative Agent or any Lender
(after consultation with, and subject to coordination of visits by, the Administrative Agent), upon reasonable prior notice, to visit and inspect the financial records and the property of such Company
at reasonable times during normal business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to
discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants); providedthat, unless an Event of
Default has occurred and is continuing, such rights may only be exercised once per year.

SECTION 5.08Use of Proceeds.Use the proceeds of the Loans only
for the purposes set forth inSection 3.12and request the issuance of Letters of Credit only for the purposes set forth in the definition of
Commercial Letter of Credit or Standby Letter of Credit, as the case may be.

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

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(b)   If
a Default caused by reason of a breach ofSection 3.18or Section 5.09(a)shall have occurred and be continuing for more than 20 days
without the Companies commencing activities reasonably likely
to cure such Default, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at
the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil and/or groundwater sampling, prepared by
an environmental consulting firm and, in the form and substance, reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost
of any compliance or Response to address them.

SECTION 5.10Interest Rate Protection.No later than the 180th
day after the Closing Date, Borrower shall enter into, and for a minimum of two years thereafter maintain, Hedging Agreements with terms and conditions acceptable to the Administrative Agent that
result in at least 50% of the aggregate principal amount of Borrower's Consolidated Indebtedness being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent.

SECTION 5.11Additional Collateral; Additional Subsidiary
Guarantors.With respect to any person that is or becomes a Wholly-Owned Subsidiary of any Loan Party after the Closing Date, promptly (and in any event within
30 days after such person becomes a Subsidiary) (a) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge
Agreements or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the
other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding
Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (b) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge
Agreement in accordance with all applicable Requirements of Law, including (i) the delivery to the Collateral Agent of the certificates, if any, representing all of the Equity Interests of such
Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary), together
with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and (ii) the
filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder
Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary
(or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the
applicable Pledge Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's
jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) take all actions necessary or advisable in the opinion of the Administrative Agent or the
Collateral Agent to cause the Lien created by the applicable Pledge Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law,
including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent, in each case, subject to the limitations set
forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent opinions of counsel in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and
priority of the Liens on Collateral pursuant to this sentence;providedthatSections 5.11(c)and (d)shall
not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its
Subsidiaries.

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SECTION 5.12Security Interests; Further Assurances.Promptly,
upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of
the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the
Collateral covered thereby subject to no Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative
Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in
form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or
maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy
pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications,
instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require.

SECTION 5.13Information Regarding Collateral.Except as
described onSchedule 5.13, not effect any change (i) in any Loan Party's legal name, (ii) in the location of any Loan Party's
chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification
number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or
organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in the form of an
Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection
therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the
Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence.

SECTION 5.14Redemption of Outstanding Debt.Give irrevocable
notice of redemption or prepayment, as the case may be, to the holders of the Indebtedness set forth onSchedule Bwithin three Business Days of
the Initial Funding Date. The amount required to redeem such Indebtedness shall be deposited into escrow as described inSection 4.01(p).

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts

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drawn
thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

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



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



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provided,however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any
Collateral, other than Liens granted pursuant to the Security Documents.

SECTION 6.03Sale and Leaseback Transactions.Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a "Sale and Leaseback Transaction")
unless (i) the sale of such property is permitted bySection 6.06and (ii) any Liens arising in connection with its use of such
property are permitted bySection 6.02.

SECTION 6.04Investment, Loan and Advances.Directly or
indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or
any other interest in, or make any

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capital
contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of
a futures contract (all of the foregoing, collectively, "Investments"), except that the following shall be permitted:



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SECTION 6.05Mergers and Consolidations.Wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:



SECTION 6.06Asset Sales.Effect any Asset Sale, or agree to
effect any Asset Sale, except that the following shall be permitted:



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SECTION 6.07Acquisitions.Purchase or otherwise acquire (in one
or a series of related transactions) any part of the property (whether tangible or intangible) of any person (or agree to do any of the foregoing at any future time), except that the following shall
be permitted:



providedthat the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents
shall be maintained or created in accordance with the provisions ofSection 5.11or Section 5.12, as applicable.

SECTION 6.08Dividends.Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company, except that the following shall be permitted:



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SECTION 6.09Transactions with Affiliates.Enter into, directly
or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Borrower and one or
more Subsidiary Guarantors or between any Non-Guarantor Subsidiary and another Non-Guarantor Subsidiary), other than on terms and conditions at least as favorable to such
Company as would reasonably be obtained by such Company at that time in a comparable arm's-length transaction with a person other than an Affiliate, except that the following shall be permitted:



SECTION 6.10Financial Covenants.



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SECTION 6.11Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other
Documents, etc.Directly or indirectly:



SECTION 6.12Limitation on Certain Restrictions on
Subsidiaries.Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any
Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for
such encumbrances or restrictions existing under or by reason of (i) applicable law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents
as in effect on the Initial Funding Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary
provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 6.02restricting the transfer
of the property subject thereto; (vii) customary restrictions and conditions contained in any
agreement relating to the sale of any property permitted underSection 6.06pending the consummation of such sale; (viii) any
agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a
Subsidiary of Borrower; (ix) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such
person's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or
other entity; (x) restrictions included in the Receivables Purchase Agreement or (xi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise
permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii) or

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(viii) above;providedthat such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions
than those prior to such amendment or refinancing.

SECTION 6.13Limitation on Creation of Subsidiaries.Establish,
create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders;providedthat, without such consent, Borrower
may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant
toSection 6.04(f)or6.04(i)or(iii)acquire
one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case,Section 5.11shall be complied with.

SECTION 6.14Business.With respect to Borrower and the
Subsidiaries, engage (directly or indirectly) in any business other than those businesses in which Borrower and its Subsidiaries are engaged on the Closing Date as described in the Confidential
Information Memorandum (or, in the good faith judgment of the Board of Directors, which are reasonably related thereto or are reasonable extensions thereof).

SECTION 6.15Limitation on Accounting Changes.Make or permit
any change in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that are required by GAAP.

SECTION 6.16Fiscal Year.Change its fiscal year-end
to a date other than December 31.

SECTION 6.17No Further Negative Pledge.Enter into any
agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues,
whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement
and the other Loan Documents; (2) covenants in documents creating Liens permitted bySection 6.02prohibiting further Liens on the
properties encumbered thereby; (3) the Senior Subordinated Note Documents as in effect on the Initial Funding Date; (4) any other agreement that does not restrict in any manner (directly
or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or
other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; (5) the Receivables Purchase Agreement; and (6) any prohibition
or limitation that (a) exists pursuant to applicable law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted
underSection 6.06pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold
interest of Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in
contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or
obligations referred to in clause (3) or (5)(e);providedthat such amendments and refinancings are no more materially restrictive with respect
to such prohibitions and limitations than those prior to such amendment or refinancing.

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

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

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

ARTICLE VII

GUARANTEE

SECTION 7.01The Guarantee.The Subsidiary Guarantors hereby,
jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated
maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the
provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by
each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document in each case strictly in accordance with the terms thereof
(such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary Guarantors hereby jointly and severally agree that if
Borrower or other Subsidiary Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors
will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02Obligations Unconditional.The obligations of the
Subsidiary Guarantors underSection 7.01shall constitute a guaranty of payment and to the fullest extent permitted by applicable law, are
absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this
Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Subsidiary Guarantor (except for
payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of

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the
following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described
above:



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

SECTION 7.03Reinstatement.The obligations of the Subsidiary
Guarantors under thisArticle VIIshall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04Subrogation; Subordination.Each Subsidiary
Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under
this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by
subrogation or otherwise, against

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Borrower
or any other Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d)shall be subordinated to such Loan Party's Obligations in the manner set forth in the Intercompany Note evidencing such
Indebtedness.

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

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

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

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

SECTION 7.09Release of Subsidiary Guarantors.If, in compliance
with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred (a
"Transferred Guarantor") to a person or persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of
such sale or transfer, be released from its obligations under this Agreement (including underSection 10.03hereof) and its obligations to pledge
and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such
Equity Interests to the Collateral Agent pursuant to the Pledge Agreements shall be released, and the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09in accordance with the relevant provisions of the Security Documents.

SECTION 7.10No Proceedings.Each of Borrower, the Lenders (in
their capacity under this Agreement), and the Agents (in their capacity under this Agreement) hereby covenants and agrees that it will not institute against, or join any other Person in instituting
against, AFC Funding Corporation, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one
year and one day after which no obligation shall be outstanding under the Receivables Purchase Agreement. Notwithstanding anything

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in
this Agreement to the contrary, the parties to the Receivables Purchase Agreement are third party beneficiaries to thisSection 7.10and it
shall not be amended or waived without the consent of all such parties.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01Events of Default.Upon the occurrence and during
the continuance of the following events ("Events of Default"):



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

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01Appointment.Each Lender hereby irrevocably
designates and appoints each of the Administrative Agent and the Collateral Agent as an agent of such Lender under this Agreement and the other Loan Documents. Each Lender irrevocably authorizes each
Agent, in such capacity, through its agents or employees, to take such actions 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 such Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

SECTION 9.02Agent in Its Individual Capacity.Each person
serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such person and its
Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

SECTION 9.03Exculpatory Provisions.No Agent shall have any
duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided inSection 10.02), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose or shall be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained
by the bank serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided inSection 10.02) or in the absence
of its own

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gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Borrower or a Lender, and no Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of
any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth inArticle IVor elsewhere in any Loan Document.

SECTION 9.04Reliance by Agent.Each Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been
signed or sent by a proper person. Each Agent also may rely upon any statement made to it orally and believed by it to be made by a proper person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or advisors.

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

SECTION 9.06Successor Agent.Each Agent may resign as such at
any time upon at least 30 days' prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right, with, so long as no Default or
Event of Default shall have occurred and be continuing, the consent of Borrower, to appoint a successor Agent from among the Lenders. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing
Bank and without Borrower's consent, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a
United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; providedthat if such retiring Agent is unable to
find a commercial banking institution which is willing to accept such appointment and which meets the
qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until
such time, if any, as the Required Lenders appoint a successor Agent.

Upon
the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between Borrower and such successor. After an Agent's resignation hereunder, the provisions of this Article IXandSection 10.03shall continue in effect for the benefit of such retiring
Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

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SECTION 9.07Non-Reliance on Agent and Other
Lenders.Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any
other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

SECTION 9.08Name Agents.The parties hereto acknowledge that
the Documentation Agents and the Syndication Agent hold such titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender hereunder.

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

ARTICLE X

MISCELLANEOUS

SECTION 10.01Notices.Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:



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All
notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01or in
accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01, and failure to deliver courtesy copies of notices and other communications shall in no
event affect the validity or effectiveness
of such notices and other communications.

SECTION 10.02Waivers; Amendment.(a) No failure or delay by any
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of thisSection 10.02, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b)   Except
as provided in paragraphs (c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan
Parties that are parties thereto, in each case with the written consent of the Required Lenders;providedthat no such agreement shall:



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provided,further, that (1) no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not
the Tranche A Lenders and Tranche B Lenders), or the Tranche A Lenders (but not the Revolving Lenders and Tranche B Lenders) or the Tranche B Lenders (but not the Revolving Lenders and Tranche A
Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent
thereto under thisSection 10.02if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing,
any provision of this Agreement may be amended by an

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agreement
in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender)
if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and
(y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it
and all other amounts owing to it or accrued for its account under this Agreement.

(c)   If,
in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b)(other than clause (iii) of such Section), the
consent of the Supermajority Lenders is obtained but the consent of one or
more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such nonconsenting Lender or Lenders (so long as all
nonconsenting Lenders are so replaced) with one or more persons pursuant toSection 2.16so long as at the time of such replacement each such new
Lender consents to the proposed change, waiver, discharge or termination;provided,however, that
Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to
clause (iii) ofSection 10.02(b).

(d)   In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower and the Lenders providing the
relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B Loans ("Refinanced Term Loans") with a
replacement "B" term loan tranche hereunder which shall constitute Tranche B Loans hereunder ("Replacement Term Loans"); providedthat (a) the
aggregate principal amount of Replacement Term Loans shall not exceed the aggregate principal amount of Refinanced Term
Loans, (b) the Applicable Margin for Replacement Term Loans shall not be higher than the Applicable Margin for Refinanced Term Loans, (c) the weighted average life to maturity of
Replacement Term Loans shall not be shorter than the weighted average life to maturity of Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to Replacement
Term Loans shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans than, those applicable to Refinanced Term Loans, except to the extent necessary to
provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing.

(e)   Notwithstanding
anything inSection 10.02(b)to the contrary so long as no Event of Default would exist after
giving effect thereto, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the aggregate Revolving Commitments or to establish one or more Classes
of Term Loans and/or Revolving Commitments by an agreement in writing entered into by Borrower, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree
to provide such Commitment or make a Term Loan of any Class so established (and each such person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender
with the same effect as if it had originally been a Lender under this Agreement with the Commitment and/or Term Loans set forth in such agreement); providedthat the aggregate outstanding principal
amount of the Term Loans and the new Commitments of all Classes shall at no time, without the consent
of the Required Lenders, exceed $100.0 million. Any such agreement shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Class of Term Loans
or Commitments established thereby (including the amount and final maturity thereof (which shall not be earlier than the Revolving Maturity Date), any provisions relating to the amortization or
mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof) and to effect such other changes (including changes to the provisions of this Section 10.02,
Section 2.14and the definition of "Required Lenders") as Borrower and the Administrative Agent shall deem necessary or
advisable in connection with the

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establishment
of any such Class;providedthat no such agreement shall (i) effect any change described in Section 10.02(b)(i)through(ix)without the consent of each person required to consent to such
change under such clause (it being agreed, however, that any increase in the Revolving Commitment or establishment of any Class of Term Loans will not, of itself, be deemed to effect any of the
changes described inSection 10.02(b)(vi) - (viii)), (ii) amendArticle V,
VIorVIIIto establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more
Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited (it being
agreed that no provision requiring Borrower to prepay Term Loans of one or more Classes pursuant toSections 2.10(c)through (e)shall be deemed to violate
this clause) or (iii) change any other provision of this Agreement or any other Loan Document that creates rights
in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account,
or to make the benefits of such provision available to, Lenders holding Term Loans of such new Class or such new Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to
this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the
Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of
any such Class of Term Loans or any such new Commitments.

SECTION 10.03Expenses; Indemnity.(a) The Loan Parties agree,
jointly and severally, to pay, promptly upon demand:



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For
purposes of thisSection 10.03(a), "Advisors" shall mean legal counsel (including local
counsel), auditors, accountants, consultants, appraisers or other advisors;providedthat (x) in the case of clause (i), the engagement of
any Advisors other than legal counsel (including local counsel) shall be subject to approval by Borrower (which approval shall not be unreasonably withheld) and (y) in the case of
clause (iii), the engagement of any Advisors other than one firm of legal counsel by any Lender shall be subject to approval by the Administrative Agent.

(b)   The
Loan Parties agree, jointly and severally, to indemnify the Agents, each Lender, the Issuing Bank and the Swingline Lender, each Affiliate of any of the foregoing
persons and each of their respective partners, controlling persons, directors, officers, trustees, employees and agents (each such person being called an
"Indemnitee") against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses,
claims, damages, liabilities, penalties, judgments, suits and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out
of, in any way connected with, or as a result of (i) the execution, delivery, performance, administration or enforcement of the Loan Documents, (ii) any actual or proposed use of the
proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party
thereto, or (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property owned, leased or operated by any Company at any time,
or any Environmental Claim related in any way to any Company;providedthat such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross
negligence or willful misconduct of such Indemnitee.

(c)   The
provisions of thisSection 10.03shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans and Reimbursement Obligations, the release of all or any portion of the
Collateral, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Agents, the Issuing Bank or any Lender. All amounts due under thisSection 10.03shall be payable on
written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(d)   To
the extent that Borrower fails to promptly pay any amount required to be paid by it to the Agents, the Issuing Bank or the Swingline Lender under paragraph (a)
or (b) of thisSection 10.03, each Lender severally agrees to pay to the Agents, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender'spro ratashare (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount;providedthat the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against any of the Agents, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro ratashare"
shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

SECTION 10.04Successors and Assigns.(a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without

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the
prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender (and any attempted assignment or transfer by Borrower without such
consent shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

(b)   Any
Lender shall have the right to assign at any time to an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it);providedthat except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning
Lender's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless each of Borrower and the Administrative Agent otherwise consents, (i) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (i) shall not be construed
to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans, (ii) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless such fee is waived by the Administrative Agent),
and (iii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to
paragraph (d) of thisSection 10.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement
(providedthat any liability of Borrower to such assignee underSection 2.12, 2.13or 2.15shall be
limited to the amount, if any, that would have been payable thereunder by Borrower in the absence of such assignment, except to the extent
any such amounts are attributable to a Change in Law occurring after the date of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits ofSections 2.12, 2.13, 2.15and 10.03).

(c)   The
Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it
and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be conclusive in the absence of manifest error, and Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with respect
to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)   Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)

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of
thisSection 10.04and any written consent to such assignment required by paragraph (b) of this Section 10.04, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e)   Any
Lender shall have the right at any time, without the consent of Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, to sell participations
to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans owing to it);providedthat (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of
any provision of the Loan Documents;providedthat such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b)that affects such Participant. Subject to
paragraph (f) of this Section, Borrower agrees that each Participant shall be
entitled to the benefits ofSections 2.12, 2.13and2.15to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of thisSection 10.04. To the extent permitted by law, each Participant
also shall be entitled to the benefits ofSection 10.07as though it were a Lender;providedthat
such Participant agrees in writing to be subject toSection 2.14(c)as though it were a Lender. Each Lender shall, acting for this purpose as an
agent of Borrower, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amount and terms of its participations; providedthat no Lender
shall be required to disclose or share the information contained in such register with Borrower or any other party, except as
required by applicable law.

(f)    A
Participant shall not be entitled to receive any greater payment underSection 2.12, 2.13or 2.15than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed). A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits ofSection 2.15unless Borrower is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of Borrower, to comply withSections 2.15(e)and(f)as though
it were a Lender.

(g)   Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank, and thisSection 10.04shall not apply to any such pledge or assignment
of a security interest;providedthat no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or
the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender
under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

SECTION 10.05Survival of Agreement.All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan
Document

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shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of
Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions ofSections 2.12, 2.14, 2.15and10.03and Article IXshall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.

SECTION 10.06Counterparts; Integration; Effectiveness.This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

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

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

SECTION 10.09Governing Law; Jurisdiction; Consent to Service of
Process.(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles
that would require the application of the laws of another jurisdiction.

(b)   Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may

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be
heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right
that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its
properties in the courts of any jurisdiction.

(c)   Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b). Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(d)   Each
party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner
provided for notices (other than telecopy) inSection 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any
party to this Agreement to serve process in any other manner permitted by applicable law.

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

SECTION 10.11Headings.Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this
Agreement.

SECTION 10.12Confidentiality.Each of the Administrative Agent,
the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' and
affiliated Approved Fund's directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of thisSection 10.12, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Loan or Loan Party,
(g) with the consent of Borrower or (h) to the extent such Information (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of
a breach of thisSection 10.12or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than Borrower or any Subsidiary. For the purposes of thisSection 10.12,
"Information" means all information received from Borrower or any

92

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Subsidiary
relating to Borrower or any Subsidiary or its business that is clearly identified at the time of delivery as confidential, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary. Any person required to maintain the confidentiality of Information as
provided in thisSection 10.12shall be considered to have complied with its obligation to do so if such person has exercised the same degree of
care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 10.13Interest Rate Limitation.Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
(collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of thisSection 10.13shall be cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

SECTION 10.14Lender Addendum.Each Lender to become a party to
this Agreement on the date hereof shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, Borrower and the Administrative Agent.

SECTION 10.15Obligations Absolute.To the fullest extent
permitted by applicable law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:



[Signature
Pages Follow]

93

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

| |  | ADESA, INC.
| |  | -----------
| |  | By:        
| |  |            

S-1

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| |  | A.D.E. OF ARK-LA-TEX, INC.
ADESA NEW JERSEY, INC.
ADESA PENNSYLVANIA, INC.
ADESA PROPERTIES CANADA, INC.
ADESA PROPERTIES, INC.
ADESA TEXAS, INC
AUTO BANC CORPORATION
AUTOMOTIVE FINANCE CORPORATION
AUTOMOTIVE RECOVERY SERVICES, INC.
AUTOVIN, INC.
COMSEARCH, INC.
IRT RECEIVABLES CORP.
PAR, INC.
ADESA ARK-LA-TEX, LLC
A.D.E. OF KNOXVILLE, LLC
ADESA ARKANSAS, LLC
ADESA BIRMINGHAM, LLC
ADESA CALIFORNIA, LLC
ADESA CHARLOTTE, LLC
ADESA COLORADO, LLC
ADESA DES MOINES, LLC
ADESA FLORIDA, LLC
ADESA INDIANAPOLIS, LLC
ADESA LANSING, LLC
ADESA LEXINGTON, LLC
ADESA MISSOURI, LLC
ADESA NEW YORK, LLC
ADESA OHIO, LLC
ADESA OKLAHOMA, LLC
ADESA SOUTHERN INDIANA, LLC
ADESA WASHINGTON, LLC
ADESA WISCONSIN, LLC
AUTO DEALERS EXCHANGE OF CONCORD, LLC
AUTODEALERS EXCHANGE OF MEMPHIS, LLC
ADESA ATLANTA, LLC
ADESA MEXICO, LLC
ADESA PHOENIX, LLC
ADESA-SOUTH FLORIDA, LLC
ADESA CORPORATION, LLC,
each as a Subsidiary Guarantor
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

S-2

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| |  | UBS SECURITIES LLC, as Joint Lead Arranger                     
| |  | ---------------------------------------------------------------
| |  | By:                                                            
| |  | By:                                                            
| |  | MERRILL LYNCH & CO., as Joint Lead Arranger                    
| |  | By:                                                            
| |  | By:                                                            
| |  | MERRILL LYNCH & CO., as Syndication Agent                      
| |  | By:                                                            
| |  | BANK ONE, N.A., as Co-Documentation Agent                      
| |  | By:                                                            
| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent
| |  | By:                                                            
| |  | KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent        
| |  | By:                                                            
| |  | SUNTRUST BANK, as Co-Documentation Agent                       
| |  | By:                                                            
| |  |                                                                

S-3

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| |  | U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent                          
| |  | -----------------------------------------------------------------------------------
| |  | By:                                                                                
| |  | UBS AG, STAMFORD BRANCH, as Issuing Bank, Administrative Agent and Collateral Agent
| |  | By:                                                                                
| |  | By:                                                                                
| |  | UBS LOAN FINANCE LLC, as Swingline Lender                                          
| |  | By:                                                                                
| |  | By:                                                                                

S-4

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Annex I

Applicable Margin

Revolving Loans and
Tranche A LoansTranche B LoansTotal
Leverage RatioEurodollar

ABR

Eurodollar

ABRLevel I31.8:1.0

2.25
%
1.25
%
2.50
%
1.50
%Level II<1.8:1.0 but 31.5:1.0

2.00
%
1.00
%
2.25
%
1.25
%Level III<1.5:1.0 but 31.25:1.0

1.75
%
0.75
%
2.00
%
1.00
%Level IV<1.25:1.0

1.50
%
0.50
%
1.75
%
0.75
%


Leverage
Ratio

Applicable
Fee>1.75:1.0

0.50
%31.75:1.0

0.375
%


Each
change in the Applicable Margin or Applicable Fee resulting from a change in the Total Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding
on and after the date of delivery to the Administrative Agent of the financial statements and certificates required bySection 5.01(a)or (b)andSection 5.01(c), respectively, indicating such change until the date immediately
preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, the Leverage Ratio shall be deemed to be in Level I
(i) from the Closing Date to the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a)or(b)andSection 5.01(c)for the fiscal period ended at least six months after the Closing Date, (ii) at any time during which Borrower has failed to deliver the financial statements and certificates required by Section 5.01(a)or(b)and Section 5.01(c), respectively, and (iii) at any time during the existence of an Event of Default.

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Annex II

Amortization Table

Date

Tranche A Loan
Amount

Tranche B Loan
AmountSeptember 30, 2004

$
8,750,000

$
500,000December 31, 2004

$
8,750,000

$
500,000March 31, 2005

$
8,750,000

$
500,000June 30, 2005

$
8,750,000

$
500,000September 30, 2005

$
8,750,000

$
500,000December 31, 2005

$
8,750,000

$
500,000March 31, 2006

$
8,750,000

$
500,000June 30, 2006

$
8,750,000

$
500,000September 30, 2006

$
8,750,000

$
500,000December 31, 2006

$
8,750,000

$
500,000March 31, 2007

$
8,750,000

$
500,000June 30, 2007

$
8,750,000

$
500,000September 30, 2007

$
8,750,000

$
500,000December 31, 2007

$
8,750,000

$
500,000March 31, 2008

$
8,750,000

$
500,000June 30, 2008

$
8,750,000

$
500,000September 30, 2008

$
8,750,000

$
500,000December 31, 2008

$
8,750,000

$
500,000March 31, 2009

$
8,750,000

$
500,000[five year anniversary of closing date], 2009

$
8,750,000


June 30, 2009




$
500,000September 30, 2009




$
47,500,000December 31, 2009




$
47,500,000March 31, 2010




$
47,500,000[six year anniversary of closing date], 2010




$
47,500,000


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