Exhibit 10.1


    
      

      

    

    $875,000,000

     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of September 20, 2006,

     

    among

     

    BERRY
      PLASTICS GROUP, INC.,

    


     

    BPC
      ACQUISITION CORP.,

    (which
      on
      the Closing Date shall be merged with and into BPC Holding Corporation,


    with
      BPC
      Holding Corporation surviving such merger as the borrower), 

     

    as
      Borrower,

     

    THE
      LENDERS PARTY HERETO,

     

    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,

    as
      Administrative Agent,

     

    CITICORP
      NORTH AMERICA, INC.,

    as
      Syndication Agent,

     

    DEUTSCHE
      BANK SECURITIES INC.

    and

    J.P.
      MORGAN SECURITIES INC.,

    as
      Co-Documentation Agents

     

    CREDIT
      SUISSE SECURITIES (USA) LLC 

    DEUTSCHE
      BANK SECURITIES, INC.

    J.P.
      MORGAN SECURITIES INC.

    and

    CITIGROUP
      GLOBAL MARKETS INC.,

    as
      Joint
      Bookrunners

    _________________

     

    CREDIT
      SUISSE SECURITIES (USA) LLC

    and

    CITIGROUP
      GLOBAL MARKETS INC.,

    as
      Joint
      Lead Arrangers

     

    


     

    


    
      

      

    

     


    
      
        
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    TABLE
      OF
      CONTENTS

     

     

    ARTICLE
      I

     

    Definitions

    

      
        	
                SECTION
                  1.01.

              	
                Defined
                  Terms

              	
                1

              
	
                SECTION
                  1.02. 

              	
                Terms
                  Generally

              	
                48

              
	
                SECTION
                  1.03.

              	
                Effectuation
                  of Transactions

              	
                49

              
	
                SECTION
                  1.04. 

              	
                Exchange
                  Rates; Currency Equivalents.

              	
                49

              


      

    

      

     ARTICLE
      II

     

    The
      Credits

    

      
        	
                SECTION
                  2.01. 

              	
                Commitments

              	
                49

              
	
                SECTION
                  2.02. 

              	
                Loans
                  and Borrowings

              	
                50

              
	
                SECTION
                  2.03.

              	
                Requests
                  for Borrowings

              	
                51

              
	
                SECTION
                  2.04. 

              	
                Swingline
                  Loans

              	
                51

              
	
                SECTION
                  2.05. 

              	
                Letters
                  of Credit

              	
                53

              
	
                SECTION
                  2.06. 

              	
                Funding
                  of Borrowings

              	
                58

              
	
                SECTION
                  2.07. 

              	
                Interest
                  Elections

              	
                59

              
	
                SECTION
                  2.08.

              	
                Termination
                  and Reduction of Commitments

              	
                60

              
	
                SECTION
                  2.09. 

              	
                Repayment
                  of Loans; Evidence of Debt

              	
                61

              
	
                SECTION
                  2.10. 

              	
                Repayment
                  of Term Loans and Revolving Facility Loans

              	
                62

              
	
                SECTION
                  2.11.

              	
                Prepayment
                  of Loans

              	
                64

              
	
                SECTION
                  2.12. 

              	
                Fees

              	
                65

              
	
                SECTION
                  2.13. 

              	
                Interest

              	
                66

              
	
                SECTION
                  2.14. 

              	
                Alternate
                  Rate of Interest

              	
                67

              
	
                SECTION
                  2.15. 

              	
                Increased
                  Costs

              	
                67

              
	
                SECTION
                  2.16. 

              	
                Break
                  Funding Payments

              	
                69

              
	
                SECTION
                  2.17. 

              	
                Taxes

              	
                69

              
	
                SECTION
                  2.18. 

              	
                Payments
                  Generally; Pro Rata Treatment; Sharing of Set offs

              	
                71

              
	
                SECTION
                  2.19.

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	
                73

              
	
                SECTION
                  2.20.

              	
                Illegality

              	
                74

              
	
                SECTION
                  2.21. 

              	
                Incremental
                  Commitments

              	
                74

              


      

       

    

    ARTICLE
      III

     

    Representations
      and Warranties

    

      
        	
                SECTION
                  3.01. 

              	
                Organization;
                  Powers

              	
                76

              
	
                SECTION
                  3.02. 

              	
                Authorization

              	
                77

              
	
                SECTION
                  3.03. 

              	
                Enforceability

              	
                77

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

    

     

    

      
        	
                SECTION
                  3.04. 

              	
                Governmental
                  Approvals

              	
                77

              
	
                SECTION
                  3.05. 

              	
                Financial
                  Statements

              	
                77

              
	
                SECTION
                  3.06. 

              	
                No
                  Material Adverse Effect

              	
                78

              
	
                SECTION
                  3.07. 

              	
                Title
                  to Properties; Possession Under Leases

              	
                78

              
	
                SECTION
                  3.08. 

              	
                Subsidiaries

              	
                79

              
	
                SECTION
                  3.09. 

              	
                Litigation;
                  Compliance with Laws

              	
                79

              
	
                SECTION
                  3.10. 

              	
                Federal
                  Reserve Regulations

              	
                80

              
	
                SECTION
                  3.11. 

              	
                Investment
                  Company Act

              	
                80

              
	
                SECTION
                  3.12. 

              	
                Use
                  of Proceeds

              	
                80

              
	
                SECTION
                  3.13. 

              	
                Tax
                  Returns

              	
                80

              
	
                SECTION
                  3.14.

              	
                No
                  Material Misstatements

              	
                81

              
	
                SECTION
                  3.15. 

              	
                Employee
                  Benefit Plans

              	
                81

              
	
                SECTION
                  3.16. 

              	
                Environmental
                  Matters

              	
                82

              
	
                SECTION
                  3.17. 

              	
                Security
                  Documents

              	
                82

              
	
                SECTION
                  3.18. 

              	
                Location
                  of Real Property and Leased Premises

              	
                83

              
	
                SECTION
                  3.19. 

              	
                Solvency

              	
                84

              
	
                SECTION
                  3.20.

              	
                Labor
                  Matters

              	
                84

              
	
                SECTION
                  3.21. 

              	
                Insurance

              	
                85

              
	
                SECTION
                  3.22.

              	
                No
                  Default

              	
                85

              
	
                SECTION
                  3.23. 

              	
                Intellectual
                  Property; Licenses, Etc.

              	
                85

              
	
                SECTION
                  3.24. 

              	
                Senior
                  Debt

              	
                85

              


      

    

     

    ARTICLE
      IV

     

    Conditions
      of Lending

    

      
        	
                SECTION
                  4.01.

              	
                All
                  Credit Events

              	
                85

              
	
                SECTION
                  4.02. 

              	
                First
                  Credit Event

              	
                86

              


      

    

     

    ARTICLE
      V

     

    Affirmative
      Covenants

    

      
        	
                SECTION
                  5.01. 

              	
                Existence;
                  Businesses and Properties

              	
                90

              
	
                SECTION
                  5.02. 

              	
                Insurance

              	
                90

              
	
                SECTION
                  5.03. 

              	
                Taxes

              	
                91

              
	
                SECTION
                  5.04. 

              	
                Financial
                  Statements, Reports, etc.

              	
                91

              
	
                SECTION
                  5.05. 

              	
                Litigation
                  and Other Notices

              	
                94

              
	
                SECTION
                  5.06. 

              	
                Compliance
                  with Laws

              	
                95

              
	
                SECTION
                  5.07. 

              	
                Maintaining
                  Records; Access to Properties and Inspections

              	
                95

              
	
                SECTION
                  5.08. 

              	
                Use
                  of Proceeds

              	
                95

              
	
                SECTION
                  5.09. 

              	
                Compliance
                  with Environmental Laws

              	
                95

              
	
                SECTION
                  5.10. 

              	
                Further
                  Assurances; Additional Security

              	
                95

              
	
                SECTION
                  5.11. 

              	
                Rating

              	
                97

              
	
                SECTION
                  5.12. 

              	
                Compliance
                  with Material Contracts

              	
                97

              


      

    

     

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      VI

     

    Negative
      Covenants

    

      
        	
                SECTION
                  6.01.

              	
                Indebtedness

              	
                98

              
	
                SECTION
                  6.02. 

              	
                Liens

              	
                102

              
	
                SECTION
                  6.03. 

              	
                Sale
                  and Lease Back Transactions

              	
                106

              
	
                SECTION
                  6.04. 

              	
                Investments,
                  Loans and Advances

              	
                106

              
	
                SECTION
                  6.05.

              	
                Mergers,
                  Consolidations, Sales of Assets and Acquisitions

              	
                110

              
	
                SECTION
                  6.06. 

              	
                Dividends
                  and Distributions

              	
                113

              
	
                SECTION
                  6.07. 

              	
                Transactions
                  with Affiliates

              	
                115

              
	
                SECTION
                  6.08. 

              	
                Business
                  of the Borrower and the Subsidiaries

              	
                118

              
	
                SECTION
                  6.09. 

              	
                Limitation
                  on Modifications of Indebtedness; Modifications of Certificate
                  of

              	 
	
                 

              	
                Incorporation,
                  By Laws and Certain Other Agreements; etc.

              	
                118

              
	
                SECTION
                  6.10. 

              	
                [Intentionally
                  Omitted]

              	
                120

              
	
                SECTION
                  6.11. 

              	
                Total
                  Net First Lien Leverage Ratio

              	
                120

              
	
                SECTION
                  6.12.

              	
                [Intentionally
                  Omitted]

              	
                120

              
	
                SECTION
                  6.13. 

              	
                No
                  Other “Designated Senior Debt”

              	
                120

              
	
                SECTION
                  6.14. 

              	
                Fiscal
                  Year; Accounting

              	
                121

              


      

    

      

    ARTICLE
      VIA

     

    Holdings
      Negative Covenants

     

     

    ARTICLE
      VII

     

    Events
      of
      Default

     

    

      
        	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	
                121

              
	
                SECTION
                  7.02. 

              	
                Exclusion
                  of Immaterial Subsidiaries

              	
                125

              
	
                SECTION
                  7.03. 

              	
                Right
                  to Cure; Holdings’ Right to Cure

              	
                125

              


      

    

      

     

    ARTICLE
      VIII

     

    The
      Agents

     

    

      
        	
                SECTION
                  8.01.

              	
                Appointment

              	
                125

              
	
                SECTION
                  8.02. 

              	
                Delegation
                  of Duties

              	
                127

              
	
                SECTION
                  8.03. 

              	
                Exculpatory
                  Provisions

              	
                128

              
	
                SECTION
                  8.04. 

              	
                Reliance
                  by Administrative Agent

              	
                129

              
	
                SECTION
                  8.05.

              	
                Notice
                  of Default

              	
                129

              
	
                SECTION
                  8.06. 

              	
                Non-Reliance
                  on Agents and Other Lenders

              	
                129

              
	
                SECTION
                  8.07.

              	
                Indemnification

              	
                130

              


      

    

     

     

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    

      
        	
                SECTION
                  8.08. 

              	
                Agent
                  in Its Individual Capacity

              	
                131

              
	
                SECTION
                  8.09. 

              	
                Successor
                  Administrative Agent

              	
                131

              
	
                SECTION
                  8.10. 

              	
                Agents
                  and Arrangers

              	
                131

              


      

    

     

     ARTICLE
      IX

     

    Miscellaneous

     

    

      
        	
                SECTION
                  9.01. 

              	
                Notices;
                  Communications

              	
                131

              
	
                SECTION
                  9.02. 

              	
                Survival
                  of Agreement

              	
                133

              
	
                SECTION
                  9.03. 

              	
                Binding
                  Effect

              	
                133

              
	
                SECTION
                  9.04. 

              	
                Successors
                  and Assigns

              	
                133

              
	
                SECTION
                  9.05. 

              	
                Expenses;
                  Indemnity

              	
                137

              
	
                SECTION
                  9.06. 

              	
                Right
                  of Set off

              	
                139

              
	
                SECTION
                  9.07. 

              	
                Applicable
                  Law

              	
                139

              
	
                SECTION
                  9.08. 

              	
                Waivers;
                  Amendment

              	
                139

              
	
                SECTION
                  9.09. 

              	
                Interest
                  Rate Limitation

              	
                141

              
	
                SECTION
                  9.10. 

              	
                Entire
                  Agreement

              	
                142

              
	
                SECTION
                  9.11. 

              	
                WAIVER
                  OF JURY TRIAL

              	
                142

              
	
                SECTION
                  9.12. 

              	
                Severability

              	
                142

              
	
                SECTION
                  9.13. 

              	
                Counterparts

              	
                142

              
	
                SECTION
                  9.14. 

              	
                Headings

              	
                143

              
	
                SECTION
                  9.15. 

              	
                Jurisdiction;
                  Consent to Service of Process

              	
                143

              
	
                SECTION
                  9.16. 

              	
                Confidentiality

              	
                143

              
	
                SECTION
                  9.17. 

              	
                Platform;
                  Borrower Materials

              	
                144

              
	
                SECTION
                  9.18. 

              	
                Release
                  of Liens and Guarantees

              	
                144

              
	
                SECTION
                  9.19. 

              	
                Judgment
                  Currency

              	
                145

              
	
                SECTION
                  9.20. 

              	
                USA
                  PATRIOT Act Notice

              	
                145

              


      

    

     

     

     


    
      
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    Exhibits
      and Schedules

     

    
      	
              Exhibit
                A

            	
              Form
                of Assignment and Acceptance

            


    

    
      	
              Exhibit B

            	
              Form
                of Solvency Certificate

            


    

    
      	
              Exhibit C-1

            	
              Form
                of Borrowing Request

            


    

    
      	
              Exhibit C-2

            	
              Form
                of Swingline Borrowing Request

            


    

    
      	
              Exhibit D

            	
              Form
                of Mortgage

            


    

    
      	
              Exhibit E

            	
              Form
                of Collateral Agreement

            


    

    


    
      	
              Schedule 1.01(a)

            	
              Certain
                U.S. Subsidiaries

            


    

    
      	
              Schedule 1.01(b)

            	
              Mortgaged
                Properties

            


    

    
      	
              Schedule 1.01(c)

            	
              Existing
                Letters of Credit

            


    

    
      	
              Schedule
                1.01(d)

            	
              Immaterial
                Subsidiaries

            


    

    
      	
              Schedule
                1.01(e)

            	
              Pro
                Forma Adjustments

            


    

    
      	
              Schedule
                1.01(f)

            	
              Unrestricted
                Subsidiaries

            


    

    
      	
              Schedule 2.01

            	
              Commitments

            


    

    
      	
              Schedule 3.01

            	
              Organization
                and Good Standing

            


    

    
      	
              Schedule 3.04

            	
              Governmental
                Approvals

            


    

    
      	
              Schedule
                3.07(b)

            	
              Leased
                Properties

            


    

    
      	
              Schedule 3.07(c)

            	
              Intellectual
                Property

            


    

    
      	
              Schedule 3.08(a)

            	
              Subsidiaries

            


    

    
      	
              Schedule 3.08(b)

            	
              Subscriptions

            


    

    
      	
              Schedule 3.13

            	
              Taxes

            


    

    
      	
              Schedule 3.16

            	
              Environmental
                Matters

            


    

    
      	
              Schedule 3.21

            	
              Insurance

            


    

    
      	
              Schedule 3.23

            	
              Intellectual
                Property

            


    

    
      	
              Schedule 4.02(b)

            	
              Local
                Counsel

            


    

    
      	
              Schedule 4.02(d)

            	
              Post-Closing
                Interest Deliveries

            


    

    
      	
              Schedule 6.01

            	
              Indebtedness

            


    

    
      	
              Schedule 6.02(a)

            	
              Liens

            


    

    
      	
              Schedule 6.04

            	
              Investments

            


    

    
      	
              Schedule 6.07

            	
              Transactions
                with Affiliates

            


    

    
      	
              Schedule 9.01

            	
              Notice
                Information

            


    

    


    


     

    


     


    
      
        
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    CREDIT
      AGREEMENT dated as of September 20, 2006 (this “Agreement”),
      among
      BERRY PLASTICS GROUP, INC. (formerly known as BPC Holding Acquisition Corp.),
      a
      Delaware corporation (“Holdings”),
      BPC
      ACQUISITION CORP., a Delaware corporation, which on the Closing Date shall
      be
      merged with and into BPC Holding Corporation, a Delaware corporation, with
      BPC
      Holding Corporation surviving such merger as the borrower (the “Borrower”),
      the
      LENDERS party hereto from time to time, CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
      as
      administrative agent and collateral agent (in such capacities, the “Administrative
      Agent”)
      for
      the Lenders, CITICORP NORTH AMERICA, INC., as syndication agent (in such
      capacity, the “Syndication
      Agent”),
      and
      DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC., as
      co-documentation agents (in such capacities, the “Documentation
      Agents”).

     

    WHEREAS,
      affiliates of Apollo Management VI, L.P. and Graham Partners Inc. (collectively,
      the “Funds”)
      have
      formed Holdings and BPC Acquisition Corp. for the purpose of entering into
      that
      certain Agreement and Plan of Merger dated as of June 28, 2006 (the
“Acquisition
      Agreement”)
      by and
      among BPC HOLDING CORPORATION (“Target”),
      BPC
      Holding Acquisition Corp and BPC Acquisition Corp., pursuant to which BPC
      Acquisition Corp. will merge with and into the Target, with Target surviving
      such merger (the “Acquisition”);

     

    WHEREAS,
      in connection with the consummation of the Acquisition, the Borrower has
      requested the Lenders to extend credit in the form of (a) Term B Loans on the
      Closing Date, in an aggregate principal amount not in excess of $675.0 million,
      and (b) Revolving Facility Loans and Letters of Credit at any time and from
      time
      to time prior to the Revolving Facility Maturity Date, in an aggregate principal
      amount at any time outstanding not in excess of $200.0 million;

     

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

     

    ARTICLE
      I

     

    Definitions

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

     

    “ABR”
shall
      mean, for any day, a fluctuating rate per annum equal to the higher of (a)
      the
      Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in
      effect for such day as announced from time to time by Credit Suisse as its
      “prime rate” at its principal office in New York, New York. Any change in such
      rate announced by Credit Suisse shall take effect at the opening of business
      on
      the day specified in the announcement of such change.

     

    “ABR
      Borrowing”
shall
      mean a Borrowing comprised of ABR Loans.

     

    “ABR
      Loan”
shall
      mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    “ABR
      Revolving Facility Borrowing”
shall
      mean a Borrowing comprised of ABR Revolving Loans.

     

    “ABR
      Revolving Loan”
shall
      mean any Revolving Facility Loan bearing interest at a rate determined by
      reference to the ABR in accordance with the provisions of
      Article II.

     

    “ABR
      Term Loan”
shall
      mean any Term Loan bearing interest at a rate determined by reference to the
      ABR
      in accordance with the provisions of Article II.

     

    “Acceptance
      Credit”
shall
      mean a commercial Letter of Credit in which the applicable Issuing Bank engages
      with the beneficiary of such Letter of Credit to accept a time
      draft.

     

    “Acceptance
      Documents”
shall
      mean such general acceptance agreements, applications, certificates and other
      documents as the applicable Issuing Bank may require in connection with the
      creation of Bankers’ Acceptances.

     

    “Acquisition”
shall
      have the meaning assigned to such term in the first recital hereto.

     

    “Acquisition
      Agreement”
shall
      have the meaning assigned to such term in the first recital hereto.

     

    “Acquisition
      Documents”
shall
      mean the collective reference to the Acquisition Agreement, all material
      exhibits and schedules thereto and all agreements expressly contemplated
      thereby.

     

    “Additional
      Mortgage”
shall
      have the meaning assigned to such term in Section 5.10(c).

     

    “Adjusted
      LIBO Rate”
shall
      mean, with respect to any Eurocurrency Borrowing for any Interest Period, an
      interest rate per annum equal to (a) the LIBO Rate in effect for such Interest
      Period divided by (b) one minus the Statutory Reserves applicable to such
      Eurocurrency Borrowing, if any.

     

    “Adjustment
      Date”
shall
      have the meaning assigned to such term in the definition of “Pricing
      Grid.”

     

    “Administrative
      Agent”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Administrative
      Agent Fees”
shall
      have the meaning assigned to such term in Section 2.12(c).

     

    “Administrative
      Questionnaire”
shall
      mean an Administrative Questionnaire in a form supplied by the Administrative
      Agent.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Affiliate”
shall
      mean, when used with respect to a specified person, another person that
      directly, or indirectly through one or more intermediaries, Controls or is
      Controlled by or is under common Control with the person specified.

     

    “Agents”
shall
      mean the Administrative Agent, the Syndication Agent and the Documentation
      Agents.

     

    “Agreement”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Alternate
      Currency”
shall
      mean, with respect to any Letter of Credit, Canadian Dollars or Euros and any
      other currency other than Dollars as may be acceptable to the Administrative
      Agent and the Letter of Credit Issuer with respect thereto in their sole
      discretion.

     

    “Alternate
      Currency Letter of Credit”
shall
      mean any Letter of Credit denominated in an Alternate Currency.

     

    “Applicable
      Commitment Fee”
shall
      mean for any day 0.50% per annum; provided, that on and after the first
      Adjustment Date occurring after delivery of the financial statements and
      certificates required by Section 5.04 upon the completion of one full fiscal
      quarter of the Borrower after the Closing Date, the Applicable Commitment Fee
      will be determined pursuant to the Pricing Grid.

     

    “Applicable
      Margin”
shall
      mean for any day (i) with respect to any Term B Loan, 1.75% per annum in the
      case of any Eurocurrency Loan and 0.75% per annum in the case of any ABR Loan
      and (ii) with respect to any Revolving Facility Loan, 2.00% per annum in the
      case of any Eurocurrency Loan and 1.00% per annum in the case of any ABR Loan;
      provided,
      that on
      and after the first Adjustment Date occurring after delivery of the financial
      statements and certificates required by Section 5.04 upon the completion of
      one
      full fiscal quarter of the Borrower after the Closing Date, the Applicable
      Margin with respect to Revolving Facility Loans and Swingline Loans will be
      determined pursuant to the Pricing Grid.

     

    “Applicable
      Period”
means
      an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case
      may be.

     

    “Approved
      Fund”
shall
      have the meaning assigned to such term in Section 9.04(b).

     

    “Asset
      Sale”
shall
      mean any loss, damage, destruction or condemnation of, or any sale, transfer
      or
      other disposition (including any sale and leaseback of assets and any mortgage
      or lease of Real Property) to any person of any asset or assets of the Borrower
      or any Subsidiary.

     

    “Assignee”
shall
      have the meaning assigned to such term in Section 9.04(b).

     

    “Assignment
      and Acceptance”
shall
      mean an assignment and acceptance entered into by a Lender and an Assignee,
      and
      accepted by the Administrative Agent and the Borrower (if required by such
      assignment and acceptance), in the form of Exhibit A
      or such
      other form as shall be approved by the Administrative Agent.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Availability
      Period”
shall
      mean the period from and including the Closing Date to but excluding the earlier
      of the Revolving Facility Maturity Date and in the case of each of the Revolving
      Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline
      Borrowings and Letters of Credit, the date of termination of the Revolving
      Facility Commitments.

     

    “Available
      Unused Commitment”
shall
      mean, with respect to a Revolving Facility Lender at any time, an amount equal
      to the amount by which (a) the Revolving Facility Commitment of such Revolving
      Facility Lender at such time exceeds (b) the Revolving Facility Credit Exposure
      of such Revolving Facility Lender at such time; provided,
      that
      with respect to any Swingline Lender, the Available Unused Commitment at any
      time shall be reduced by the principal amount of any Swingline Loans made by
      such Swingline Lender outstanding at such time.

     

    “Bankers’
      Acceptance”
shall
      mean a time draft, drawn by the beneficiary under an Acceptance Credit and
      accepted by the applicable Issuing Bank upon presentation of documents by the
      beneficiary of an Acceptance Credit pursuant to Section 2.05 hereof, in the
      standard form for bankers’ acceptances of such Issuing Bank.

     

    “Bank
      Guarantee”
shall
      mean any bank guarantee issued by an Issuing Bank for the account and on behalf
      of the Borrower pursuant to Section 2.05 in such form as may be approved by
      such
      Issuing Bank in its reasonable discretion.

     

    “Board”
shall
      mean the Board of Governors of the Federal Reserve System of the United States
      of America.

     

    “Board
      of Directors”
shall
      mean, as to any person, the board of directors or other governing body of such
      person, or if such person is owned or managed by a single entity, the board
      of
      directors or other governing body of such entity. 

     

    “Borrower”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Borrowing”
shall
      mean a group of Loans of a single Type under a single Facility and made on
      a
      single date and, in the case of Eurocurrency Loans, as to which a single
      Interest Period is in effect.

     

    “Borrowing
      Minimum”
shall
      mean $5.0 million, except in the case of Swingline Loans, $1.0
      million.

     

    “Borrowing
      Multiple”
shall
      mean $1.0 million, except in the case of Swingline Loans, $500,000.

     

    “Borrowing
      Request”
shall
      mean a request by a Borrower in accordance with the terms of Section 2.03
      and substantially in the form of Exhibit C-1.

     

    “Budget”
shall
      have the meaning assigned to such term in Section 5.04(e).

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    “Business
      Day”
shall
      mean any day that is not a Saturday, Sunday or other day on which commercial
      banks in New York City are authorized or required by law to remain closed;
      provided,
      that
      when used in connection with a Eurocurrency Loan, the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in deposits in
      the
      applicable currency in the London interbank market.

     

    “Capital
      Expenditures”
shall
      mean, for any person in respect of any period, the aggregate of all expenditures
      incurred by such person during such period that, in accordance with GAAP, are
      or
      should be included in “additions to property, plant or equipment” or similar
      items reflected in the statement of cash flows of such person, provided,
      however,
      that
      Capital Expenditures for the Borrower and the Subsidiaries shall not
      include:

     

    (a) expenditures
      to the extent they are made with proceeds of the issuance of Equity Interests
      of
      Holdings after the Closing Date or funds that would have constituted any Net
      Proceeds under clause (a) of the definition of the term “Net Proceeds” (but
      for the application of the first proviso to such clause (a)),

     

    (b) expenditures
      with proceeds of insurance settlements, condemnation awards and other
      settlements in respect of lost, destroyed, damaged or condemned assets,
      equipment or other property to the extent such expenditures are made to replace
      or repair such lost, destroyed, damaged or condemned assets, equipment or other
      property or otherwise to acquire, maintain, develop, construct, improve, upgrade
      or repair assets or properties useful in the business of the Borrower and the
      Subsidiaries within 15 months of receipt of such proceeds (or, if not made
      within such period of 15 months, are committed to be made during such
      period),

     

    (c) interest
      capitalized during such period,

     

    (d) expenditures
      that are accounted for as capital expenditures of such person and that actually
      are paid for by a third party (excluding Holdings, the Borrower or any
      Subsidiary thereof) and for which neither Holdings, the Borrower nor any
      Subsidiary has provided or is required to provide or incur, directly or
      indirectly, any consideration or obligation to such third party or any other
      person (whether before, during or after such period),

     

    (e) the
      book
      value of any asset owned by such person prior to or during such period to the
      extent that such book value is included as a capital expenditure during such
      period as a result of such person reusing or beginning to reuse such asset
      during such period without a corresponding expenditure actually having been
      made
      in such period; provided,
      that
      (i) any expenditure necessary in order to permit such asset to be reused shall
      be included as a Capital Expenditure during the period that such expenditure
      actually is made and (ii) such book value shall have been included in Capital
      Expenditures when such asset was originally acquired,

     

    (f) the
      purchase price of equipment purchased during such period to the extent the
      consideration therefor consists of any combination of (i) used or surplus
      equipment traded in at the time of such purchase

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     and
      (ii) the proceeds of a concurrent sale of used or surplus equipment, in each
      case, in the ordinary course of business,

     

    (g) Investments
      in respect of a Permitted Business Acquisition, 

     

    (h) the
      Acquisition, or

     

    (i) the
      purchase of property, plant or equipment made within 15 months of the sale
      of
      any asset to the extent purchased with the proceeds of such sale (or, if not
      made within such period of 15 months, to the extent committed to be made during
      such period and actually made within an 18-month period from such
      sale).

     

    “Capital
      Lease Obligations”
of
      any
      person shall mean the obligations of such person to pay rent or other amounts
      under any lease of (or other arrangement conveying the right to use) real or
      personal property, or a combination thereof, which obligations are required
      to
      be classified and accounted for as capital leases on a balance sheet of such
      person under GAAP and, for purposes hereof, the amount of such obligations
      at
      any time shall be the capitalized amount thereof at such time determined in
      accordance with GAAP.

     

    “Cash
      Interest Expense”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      for any period, Interest Expense for such period, less the sum of, without
      duplication, (a) pay in kind Interest Expense or other noncash Interest Expense
      (including as a result of the effects of purchase accounting), (b) to the extent
      included in Interest Expense, the amortization of any financing fees paid by,
      or
      on behalf of, the Borrower or any Subsidiary, including such fees paid in
      connection with the Transactions or upon entering into a Permitted Receivables
      Financing, (c) the amortization of debt discounts, if any, or fees in respect
      of
      Swap Agreements and (d) cash interest income of Borrower and its Subsidiaries
      for such period; provided,
      that
      Cash Interest Expense shall exclude any one time financing fees, including
      those
      paid in connection with the Transactions, or upon entering into a Permitted
      Receivables Financing or any amendment of this Agreement.

     

    A
      “Change
      in Control”
shall
      be deemed to occur if:

     

    (a) at
      any
      time, (i) Holdings shall fail to own, directly or indirectly, beneficially
      and
      of record, 100% of the issued and outstanding Equity Interests of the Borrower,
      (ii) a majority of the seats (other than vacant seats) on the Board of Directors
      of Holdings shall at any time be occupied by persons who were neither (A)
      nominated by the Board of Directors of Holdings or a Permitted Holder, (B)
      appointed by directors so nominated nor (C) appointed by a Permitted Holder,
      or
      (iii) a “change of control” (or similar event) shall occur under the Second Lien
      Notes Indenture, the Senior Subordinated Notes Indenture, any Material
      Indebtedness or any Permitted Refinancing Indebtedness in respect of any of
      the
      foregoing or any Disqualified Stock;

     

    (b) at
      any
      time prior to a Qualified IPO, any combination of Permitted Holders shall fail
      to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as
      in
      effect on the Closing Date), directly or indirectly, in the aggregate Equity
      Interests representing at least a majority of the aggregate ordinary voting
      power represented by the issued and outstanding Equity Interests of Holdings;
      or

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (c) at
      any
      time after a Qualified IPO, any person or “group” (within the meaning of
      Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in
      effect on the Closing Date), other than any combination of the Permitted Holders
      or any “group” including any Permitted Holders, shall have acquired beneficial
      ownership of 35% or more on a fully diluted basis of the voting interest in
      Holdings’ Equity Interests and the Permitted Holders shall own, directly or
      indirectly, less than such person or “group” on a fully diluted basis of the
      voting interest in Holdings’ Equity Interests.

     

    “Change
      in Law”
shall
      mean (a) the adoption of any law, rule or regulation after the Closing Date,
      (b)
      any change in law, rule or regulation or in the interpretation or application
      thereof by any Governmental Authority after the Closing Date or (c) compliance
      by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any
      lending office of such Lender or by such Lender’s or Issuing Bank’s holding
      company, if any) with any written request, guideline or directive (whether
      or
      not having the force of law) of any Governmental Authority made or issued after
      the Closing Date.

     

    “Charges”
shall
      have the meaning assigned to such term in Section 9.09. 

     

    “Closing
      Date”
shall
      mean September 20, 2006.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time and the
      regulations promulgated and rulings issued thereunder.

     

    “Collateral”
shall
      mean all the “Collateral” as defined in any Security Document and shall also
      include the Mortgaged Properties and all other property that is subject to
      any
      Lien in favor of the Administrative Agent or any Subagent for the benefit of
      the
      Lenders pursuant to any Security Document.

     

    “Collateral
      Agreement”
shall
      mean the Guarantee and Collateral Agreement, as amended, supplemented or
      otherwise modified from time to time, in the form of Exhibit E,
      among
      Holdings, the Borrower, each Subsidiary Loan Party and the Administrative
      Agent.

     

    “Collateral
      and Guarantee Requirement”
shall
      mean the requirement that:

     

    (a) on
      the
      Closing Date, the Administrative Agent shall have received (i) from Holdings,
      the Borrower and each Subsidiary Loan Party, a counterpart of the Collateral
      Agreement duly executed and delivered on behalf of such person and (ii) an
      Acknowledgment and Consent in the form attached to the Collateral Agreement,
      executed and delivered by each issuer of Pledged Collateral (as defined in
      the
      Collateral Agreement), if any, that is not a Loan Party; 

    

      (b) on
        the
        Closing Date, (i) the Administrative Agent shall have received (A) a pledge
        of
        all the issued and outstanding Equity Interests of (x) the Borrower and (y)
        each
        Domestic Subsidiary (other than Subsidiaries listed on Schedule 1.01(a))
        owned
        on the Closing Date directly by or on behalf of the Borrower or any Subsidiary
        Loan Party and (B) a pledge of 100% of the outstanding nonvoting Equity
        Interests and of 65% of the outstanding voting Equity Interests of each (1)
        “first tier” Foreign Subsidiary directly owned by any Loan Party and (2) each
“first tier” Qualified CFC Holding Company directly owned by any Loan Party
        (other than 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      Subsidiaries
        listed on Schedule 1.01(a)) and (ii) the Administrative Agent shall have
        received all certificates or other instruments (if any) representing such
        Equity
        Interests, together with stock powers or other instruments of transfer with
        respect thereto endorsed in blank;

       

    

    (c) (i)
      all
      Indebtedness of the Borrower and each Subsidiary having, in the case of each
      instance of Indebtedness, an aggregate principal amount in excess of $5.0
      million (other than (A) intercompany current liabilities incurred in the
      ordinary course of business in connection with the cash management operations
      of
      Holdings and its Subsidiaries or (B) to the extent that a pledge of such
      promissory note or instrument would violate applicable law) that is owing to
      any
      Loan Party shall be evidenced by a promissory note or an instrument and shall
      have been pledged pursuant to the Collateral Agreement (or other applicable
      Security Document as reasonably required by the Administrative Agent), and
      (ii)
      the Administrative Agent shall have received all such promissory notes or
      instruments, together with note powers or other instruments of transfer with
      respect thereto endorsed in blank;

     

    (d) in
      the
      case of any person that becomes a Subsidiary Loan Party after the Closing Date,
      the Administrative Agent shall have received a supplement to the Collateral
      Agreement, in the form specified therein, duly executed and delivered on behalf
      of such Subsidiary Loan Party;

     

    (e) in
      the
      case of any person that becomes a “first tier” Foreign Subsidiary directly owned
      by the Borrower or a Subsidiary Loan Party after the Closing Date, the
      Administrative Agent shall have received, as promptly as practicable following
      such event, a Foreign Pledge Agreement, duly executed and delivered on behalf
      of
      such Foreign Subsidiary and the direct parent company of such Foreign
      Subsidiary;

     

    (f) after
      the
      Closing Date, (i) all the outstanding Equity Interests of (A) any person that
      becomes a Subsidiary Loan Party after the Closing Date and (B) subject to
      Section 5.10(g), all the Equity Interests that are acquired by a Loan Party
      after the Closing Date (including, without limitation, the Equity Interests
      of
      any Special Purpose Receivables Subsidiary established after the Closing Date),
      shall have been pledged pursuant to the Collateral Agreement; provided,
      that in
      no event shall more than 65% of the issued and outstanding voting Equity
      Interests of any “first tier” Foreign Subsidiary or any “first tier” Qualified
      CFC Holding Company directly owned by such Loan Party be pledged to secure
      Obligations, and in no event shall any of the issued and outstanding Equity
      Interests of any Foreign Subsidiary that is not a “first tier” Foreign
      Subsidiary of a Loan Party or any Qualified CFC Holding Company that is not
      a
“first tier” Subsidiary of a Loan Party be pledged to secure Obligations, and
      (ii) the Administrative Agent shall have received all certificates or other
      instruments (if any) representing such Equity Interests, together with stock
      powers or other instruments of transfer with respect thereto endorsed in
      blank;

     

    (g) except
      as
      otherwise contemplated by any Security Document, all documents and instruments,
      including Uniform Commercial Code financing statements, required by law or
      reasonably requested by the Administrative Agent to be filed, registered


     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    or
      recorded to create the Liens intended to be created by the Security Documents
      (in each case, including any supplements thereto) and perfect such Liens to
      the
      extent required by, and with the priority required by, the Security Documents,
      shall have been filed, registered or recorded or delivered to the Administrative
      Agent for filing, registration or the recording on the Closing Date or, with
      respect to Collateral acquired after the Closing Date, concurrently with, or
      promptly following, the execution and delivery of each such Security
      Document;

     

    (h) on
      the
      Closing Date, the Administrative Agent shall have received (i) counterparts
      of
      each Mortgage to be entered into with respect to each Mortgaged Property set
      forth on Schedule 1.01(b)
      duly
      executed and delivered by the record owner of such Mortgaged Property and
      suitable for recording or filing and (ii) such other documents including, but
      not limited to, any consents, agreements and confirmations of third parties,
      as
      the Administrative Agent may reasonably request with respect to any such
      Mortgage or Mortgaged Property;

     

    (i) on
      the
      Closing Date the Administrative Agent shall have received (i) a policy or
      policies or marked-up unconditional binder of title insurance, as applicable,
      paid for by the Borrower, issued by a nationally recognized title insurance
      company insuring the Lien of each Mortgage to be entered into on the Closing
      Date as a valid first Lien on the Mortgaged Property described therein, free
      of
      any other Liens except Permitted Liens, together with such customary
      endorsements (including zoning endorsements where reasonably appropriate and
      available), coinsurance and reinsurance as the Administrative Agent may
      reasonably request, and with respect to any such property located in a state
      in
      which a zoning endorsement is not available, a zoning compliance letter from
      the
      applicable municipality in a form reasonably acceptable to the Administrative
      Agent, and (ii) a survey of each Mortgaged Property (including all improvements,
      easements and other customary matters thereon reasonably required by the
      Administrative Agent), or foreign equivalent thereof, as applicable, for which
      all necessary fees (where applicable) have been paid, which is (A) dated (or
      redated) not earlier than six months prior to the date of delivery thereof
      unless there shall have occurred within six months prior to such date of
      delivery any exterior construction on the site of such Mortgaged Property,
      in
      which event such survey shall be dated (or redated) after the completion of
      such
      construction or if such construction shall not have been completed as of such
      date of delivery, not earlier than 20 days prior to such date of delivery,
      (B) certified by the surveyor (in a manner reasonably acceptable to the
      Administrative Agent) to the Administrative Agent and the title insurance
      company insuring the Mortgage, (C) complying in all respects with the
      minimum detail requirements of the American Land Title Association and American
      Congress of Surveying and Mapping as such requirements are in effect on the
      date
      of preparation of such survey and (D) sufficient for such title insurance
      company to remove all standard survey exceptions from the title insurance policy
      relating to such Mortgaged Property or otherwise reasonably acceptable to the
      Administrative Agent;

    


     

    (j) evidence
      of the insurance required by the terms of the Mortgages;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (k) except
      as
      otherwise contemplated by any Security Document, each Loan Party shall have
      obtained all consents and approvals required to be obtained by it in connection
      with (i) the execution and delivery of all Security Documents (or supplements
      thereto) to which it is a party and the granting by it of the Liens thereunder
      and (ii) the performance of its obligations thereunder; and

     

    (l) after
      the
      Closing Date, the Administrative Agent shall have received (i) such other
      Security Documents as may be required to be delivered pursuant to Section 5.10,
      and (ii) upon reasonable request by the Administrative Agent, evidence of
      compliance with any other requirements of Section 5.10.

     

    “Commitment
      Fee”
shall
      have the meaning assigned to such term in Section 2.12(a).

     

    “Commitments”
shall
      mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment
      (including any Incremental Revolving Facility Commitment), Term B Loan
      Commitment and Incremental Term Loan Commitment and (b) with respect to any
      Swingline Lender, its Swingline Commitment.

     

    “Conduit
      Lender”
shall
      mean any special purpose corporation organized and administered by any Lender
      for the purpose of making Loans otherwise required to be made by such Lender
      and
      designated by such Lender in a written instrument; provided,
      that
      the designation by any Lender of a Conduit Lender shall not relieve the
      designating Lender of any of its obligations to fund a Loan under this Agreement
      if, for any reason, its Conduit Lender fails to fund any such Loan, and the
      designating Lender (and not the Conduit Lender) shall have the sole right and
      responsibility to deliver all consents and waivers required or requested under
      this Agreement with respect to its Conduit Lender; provided,
      further,
      that no
      Conduit Lender shall (a) be entitled to receive any greater amount pursuant
      to Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have
      been entitled to receive in respect of the extensions of credit made by such
      Conduit Lender or (b) be deemed to have any Commitment.

     

    “Consolidated
      Debt”
at
      any
      date shall mean the sum of (without duplication) all Indebtedness (other than
      letters of credit or bank guarantees, to the extent undrawn) consisting of
      Capital Lease Obligations, Indebtedness for borrowed money, Disqualified Stock
      and Indebtedness in respect of the deferred purchase price of property or
      services of the Borrower and the Subsidiaries determined on a consolidated
      basis
      on such date. 

     

    “Consolidated
      Net Income”
shall
      mean, with respect to any person for any period, the aggregate of the Net Income
      of such person and its subsidiaries for such period, on a consolidated basis;
      provided,
      however,
      that,
      without duplication,

     

    (i) any
      net
      after tax extraordinary, nonrecurring or unusual gains or losses or income
      or
      expense or charge (less all fees and expenses relating thereto) including,
      without limitation, any severance, relocation or other restructuring expenses,
      any expenses related to any reconstruction, recommissioning or reconfiguration
      of fixed assets for alternative uses and fees, expenses or charges relating
      to
      new product lines, plant shutdown costs, acquisition integration costs, expenses
      or charges related to any offering of 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    Equity
      Interests of Holdings, any Investment, acquisition or Indebtedness permitted
      to
      be incurred hereunder (in each case, whether or not successful), including
      any
      such fees, expenses, charges or change in control payments related to the
      Transactions (including any transition-related expenses incurred before, on
      or
      after the Closing Date), in each case, shall be excluded,

     

    (ii) any
      net
      after-tax income or loss from discontinued operations and any net after-tax
      gain
      or loss on disposal of discontinued operations shall be excluded,

     

    (iii) any
      net
      after-tax gain or loss (less all fees and expenses or charges relating thereto)
      attributable to business dispositions or asset dispositions other than in the
      ordinary course of business (as determined in good faith by the Board of
      Directors of the Borrower) shall be excluded,

     

    (iv) any
      net
      after-tax income or loss (less all fees and expenses or charges relating
      thereto) attributable to the early extinguishment of indebtedness shall be
      excluded,

     

    (v) (A)
      the
      Net Income for such period of any person that is not a subsidiary of such
      person, or is an Unrestricted Subsidiary, or that is accounted for by the equity
      method of accounting, shall be included only to the extent of the amount of
      dividends or distributions or other payments actually paid in cash (or to the
      extent converted into cash) to the referent person or a subsidiary thereof
      in
      respect of such period and (B) the Net Income for such period shall include
      any
      ordinary course dividend distribution or other payment in cash received from
      any
      person in excess of the amounts included in clause (A),

     

    (vi) Consolidated
      Net Income for such period shall not include the cumulative effect of a change
      in accounting principles during such period, 

     

    (vii) any
      increase in amortization or depreciation or any non-cash charges resulting
      from
      purchase accounting in connection with the Transactions or any acquisition
      that
      is consummated after the Closing Date shall be excluded, 

     

    (viii) any
      non-cash impairment charges resulting from the application of Statement of
      Financial Accounting Standards No. 142 and 144, and the amortization of
      intangibles arising pursuant to No. 141, shall be excluded,

     

    (ix) any
      non-cash expenses realized or resulting from stock option plans, employee
      benefit plans or post-employment benefit plans, grants of stock appreciation
      or
      similar rights, stock options, restricted stock grants or other rights to
      officers, directors and employees of such person or any of its subsidiaries
      shall be excluded, 

     

    (x) accruals
      and reserves that are established within twelve months after the Closing Date
      and that are so required to be established in accordance with GAAP shall be
      excluded,

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (xi) non-cash
      gains, losses, income and expenses resulting from fair value accounting required
      by Statement of Financial Accounting Standards No. 133 shall be excluded,
      and

     

    (xii) non-cash
      charges for deferred tax asset valuation allowances shall be excluded.


     

    “Consolidated
      Total Assets”
shall
      mean, as of any date, the total assets of the Borrower and the consolidated
      Subsidiaries, determined in accordance with GAAP, as set forth on the
      consolidated balance sheet of the Borrower as of such date.

     

    “Control”
shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management or policies of a person, whether through the
      ownership of voting securities, by contract or otherwise, and “Controlling”
and
      “Controlled”
shall
      have meanings correlative thereto.

     

    “Covalence
      Plastics”
shall
      mean Covalence Specialty Materials Corp. and its subsidiaries. 

    


     

    “Credit
      Event”
shall
      have the meaning assigned to such term in Article IV.

    


     

    “Cumulative
      Credit”
shall
      mean, at any date, an amount, not less than zero in the aggregate, determined
      on
      a cumulative basis equal to, without duplication:

     

    (a) $50
      million, plus:

     

    (b) the
      Cumulative Retained Excess Cash Flow Amount at such time, plus 

     

    (c) the
      aggregate amount of proceeds received after the Closing Date and prior to such
      time that would have constituted Net Proceeds pursuant to clause (a) of the
      definition thereof except for the operation of clause (x), (y) or (z) of the
      second proviso thereof (the “Below
      Threshold Asset Sale Proceeds”),
      plus 

     

    (d) the
      cumulative amount of proceeds (including cash and the fair market value of
      property other than cash) from the sale of Equity Interests of Holdings or
      any
      Parent Entity after the Closing Date and on or prior to such time (including
      upon exercise of warrants or options) which proceeds have been contributed
      as
      common equity to the capital of the Borrower and common Equity Interests of
      the
      Borrower issued upon conversion of Indebtedness of the Borrower or any
      Subsidiary owed to a person other than the Borrower or a Subsidiary not
      previously applied for a purpose other than use in the Cumulative Credit;
provided,
      that
      this clause (d) shall exclude Permitted Cure Securities and the proceeds
      thereof, sales of Equity Interests financed as contemplated by Section 6.04(e)
      and any amounts used to finance the payments or distributions in respect of
      any
      Junior Financing pursuant to Section 6.09(b), plus

     

    (e) 100%
      of
      the aggregate amount of contributions to the common capital of the Borrower
      received in cash (and the fair 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        
market
        value of property other than cash) after the Closing Date (subject to the
        same
        exclusions as are applicable to clause (d) above); provided that the Borrower
        and its Subsidiaries shall be in Pro Forma Compliance, plus

    

     

    (f) the
      principal amount of any Indebtedness (including the liquidation preference
      or
      maximum fixed repurchase price, as the case may be, of any Disqualified Stock)
      of Borrower or any Subsidiary thereof issued after the Closing Date (other
      than
      Indebtedness issued to a Subsidiary), which has been converted into or exchanged
      for Equity Interests (other than Disqualified Stock) in Holdings or any Parent
      Entity, plus

     

    (g) 100%
      of
      the aggregate amount received by Borrower or any Subsidiary in cash (and the
      fair market value of property other than cash received by Borrower or any
      Subsidiary) after the Closing Date from:

     

    (A) the
      sale
      (other than to Borrower or any Subsidiary) of the Equity Interests of an
      Unrestricted Subsidiary, or

     

    (B) any
      dividend or other distribution by an Unrestricted Subsidiary, plus

     

    (h) in
      the
      event any Unrestricted Subsidiary has been redesignated as a Subsidiary or
      has
      been merged, consolidated or amalgamated with or into, or transfers or conveys
      its assets to, or is liquidated into, Holdings, Borrower or any Subsidiary,
      the
      fair market value of the Investments of Holdings, Borrower or any Subsidiary
      in
      such Unrestricted Subsidiary at the time of such redesignation, combination
      or
      transfer (or of the assets transferred or conveyed, as applicable), plus

     

    (i) an
      amount
      equal to any returns (including dividends, interest, distributions, returns
      of
      principal, profits on sale, repayments, income and similar amounts) actually
      received by the Borrower or any Subsidiary in respect of any Investments made
      pursuant to Section 6.04(j), minus 

     

    (j) any
      amounts thereof used to make Investments pursuant to Section 6.04(b)(y) after
      the Closing Date prior to such time, minus 

     

    (k) any
      amounts thereof used to make Investments pursuant to Section 6.04(j)(ii) after
      the Closing Date prior to such time, minus 

     

    (l) the
      cumulative amount of dividends paid and distributions made pursuant to Section
      6.06(e) prior to such time, minus

     

    (m) payments
      or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i)
      (other than payments made with proceeds from the issuance of Equity Interests
      that were excluded from the calculation of the Cumulative Credit pursuant to
      clause (d) above);

     

    provided,
      however,
      for
      purposes of Section 6.06(e), the calculation of the Cumulative Credit shall
      not
      include any Below Threshold Asset Sale Proceeds except to the extent they are
      used as contemplated in clauses (j) and (k) above.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    “Cumulative
      Retained Excess Cash Flow Amount”
shall
      mean, at any date, an amount, not less than zero in the aggregate, determined
      on
      a cumulative basis equal to:

     

    (a) the
      aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for
      all
      Excess Cash Flow Periods ending after the Closing Date and prior to such date,
      plus

     

    (b) for
      each
      Excess Cash Flow Interim Period ended prior to such date but as to which the
      corresponding Excess Cash Flow Period has not ended, an amount equal to the
      Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim
      Period, minus

     

    (c) the
      cumulative amount of all Retained Excess Cash Flow Overfundings as of such
      date.

     

    “Cure
      Amount”
shall
      have the meaning assigned to such term in Section 7.03(a).

     

    “Cure
      Right”
shall
      have the meaning assigned to such term in Section 7.03(a).

     

    “Current
      Assets”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      at any date of determination, the sum of (a) all assets (other than cash and
      Permitted Investments or other cash equivalents) that would, in accordance
      with
      GAAP, be classified on a consolidated balance sheet of the Borrower and the
      Subsidiaries as current assets at such date of determination, other than amounts
      related to current or deferred Taxes based on income or profits, and (b) in
      the
      event that a Permitted Receivables Financing is accounted for off balance sheet,
      (x) gross accounts receivable comprising part of the Receivables Assets subject
      to such Permitted Receivables Financing less (y) collections against the amounts
      sold pursuant to clause (x).

     

    “Current
      Liabilities”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      at any date of determination, all liabilities that would, in accordance with
      GAAP, be classified on a consolidated balance sheet of the Borrower and the
      Subsidiaries as current liabilities at such date of determination, other than
      (a) the current portion of any Indebtedness, (b) accruals of Interest Expense
      (excluding Interest Expense that is due and unpaid), (c) accruals for current
      or
      deferred Taxes based on income or profits, (d) accruals, if any, of transaction
      costs resulting from the Transactions, (e) accruals of any costs or
      expenses related to (i) severance or termination of employees prior to the
      Closing Date or (ii) bonuses, pension and other post-retirement benefit
      obligations, and (f) accruals for add-backs to EBITDA included in
      clauses (a)(iv) through (a)(vi) of the definition of such
      term.

     

    “Debt
      Service”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      for any period, Cash Interest Expense for such period plus scheduled principal
      amortization of Consolidated Debt for such period.

     

    “Declining
      Lender”
shall
      have the meaning assigned to such term in Section 2.11(f)

     

    “Default”
shall
      mean any event or condition that upon notice, lapse of time or both would
      constitute an Event of Default.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    “Defaulting
      Lender”
shall
      mean any Lender with respect to which a Lender Default is in
      effect.

     

    “Designated
      Non-Cash Consideration”
mean
      the fair market value of non-cash consideration received by the Borrower or
      one
      of its Subsidiaries in connection with an Asset Sale that is so designated
      as
      Designated Non-Cash Consideration pursuant to a certificate of a Responsible
      Officer, setting forth the basis of such valuation, less the amount of cash
      equivalents received in connection with a subsequent sale of such Designated
      Non-Cash Consideration.

     

    “Disqualified
      Stock”
shall
      mean, with respect to any person, any Equity Interests of such person that,
      by
      its terms (or by the terms of any security or other Equity Interests into which
      it is convertible or for which it is redeemable or exchangeable), or upon the
      happening of any event or condition (a) matures or is mandatorily redeemable
      (other than solely for Qualified Equity Interests), pursuant to a sinking fund
      obligation or otherwise (except as a result of a change of control or asset
      sale
      so long as any rights of the holders thereof upon the occurrence of a change
      of
      control or asset sale event shall be subject to the prior repayment in full
      of
      the Loans and all other Obligations that are accrued and payable and the
      termination of the Commitments), (b) is redeemable at the option of the holder
      thereof (other than solely for Qualified Equity Interests), in whole or in
      part,
      (c) provides for the scheduled payments of dividends in cash, or (d) is or
      becomes convertible into or exchangeable for Indebtedness or any other Equity
      Interests that would constitute Disqualified Stock, in each case, prior to
      the
      date that is ninety-one (91) days after the Term B Facility Maturity Date;
      provided,
      however,
      that
      only the portion of the Equity Interests that so mature or are mandatorily
      redeemable, are so convertible or exchangeable or are so redeemable at the
      option of the holder thereof prior to such date shall be deemed to be
      Disqualified Stock; provided further,
      however,
      that if
      such Equity Interests are issued to any employee or to any plan for the benefit
      of employees of the Borrower or the Subsidiaries or by any such plan to such
      employees, such Equity Interests shall not constitute Disqualified Stock solely
      because they may be required to be repurchased by the Borrower in order to
      satisfy applicable statutory or regulatory obligations or as a result of such
      employee’s termination, death or disability.

     

    “Documentation
      Agents”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Dollar
      Equivalent”
means,
      at any time, (a) with respect to any amount denominated in Dollars, such amount,
      and (b) with respect to any amount denominated in any currency other than
      Dollars, the equivalent amount thereof in Dollars as determined by the
      Administrative Agent at such time on the basis of the Spot Rate (determined
      in
      respect of the most recent Revaluation Date or other applicable date of
      determination) for the purchase of Dollars with such currency.

     

    “Dollars”
or
      “$”
shall
      mean lawful money of the United States of America. 

     

    “Domestic
      Subsidiary”
shall
      mean any Subsidiary that is not a Foreign Subsidiary, a Qualified CFC Holding
      Company or a subsidiary listed on Schedule 1.01(a).

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    “EBITDA”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      for any period, the Consolidated Net Income of the Borrower and the Subsidiaries
      for such period plus
      (a) the
      sum of (in each case without duplication and to the extent the respective
      amounts described in subclauses (i) through (vii) of this clause (a)
      reduced such Consolidated Net Income (and were not excluded therefrom) for
      the
      respective period for which EBITDA is being determined):

     

    (i) provision
      for Taxes based on income, profits or capital of the Borrower and the
      Subsidiaries for such period, including, without limitation, state, franchise
      and similar taxes,

     

    (ii) Interest
      Expense of the Borrower and the Subsidiaries for such period (net of interest
      income of the Borrower and its Subsidiaries for such period),

     

    (iii) depreciation
      and amortization expenses of the Borrower and the Subsidiaries for such
      period,

     

    (iv) business
      optimization expenses and other restructuring charges (which, for the avoidance
      of doubt, shall include, without limitation, the effect of inventory
      optimization programs, plant closure, retention, severance, systems
      establishment costs and excess pension charges); provided,
      that
      with respect to each business optimization expense or other restructuring
      charge, the Borrower shall have delivered to the Administrative Agent an
      officers’ certificate specifying and quantifying such expense or
      charge,

     

    (v) any
      other
      non-cash charges; provided,
      that,
      for purposes of this subclause (v) of this clause (a), any non-cash
      charges or losses shall be treated as cash charges or losses in any subsequent
      period during which cash disbursements attributable thereto are made,


     

    (vi) the
      amount of management, consulting, monitoring, transaction and advisory fees
      and
      related expenses paid to the Fund or any Fund Affiliates (or any accruals
      related to such fees and related expenses) during such period; provided,
      that
      such amount shall not exceed in any four quarter period the sum of (i) the
      greater of $3.0 million and 2.00% of EBITDA for such four quarter period,
plus
      (ii) the
      amount of deferred fees (to the extent such fees would otherwise have been
      permitted to be included in clause (i) if paid, but were not included in such
      clause (i)), plus
      (iii)
      2.00% of the value of transactions permitted hereunder and entered into by
      the
      Borrower or any of the Subsidiaries with respect to which the Funds or any
      Fund
      Affiliates provides any of the aforementioned types of services,
      and

     

    (vii) non-operating
      expenses.

     

    minus
      (b) the
      sum of (without duplication and to the extent the amounts described in this
      clause (b) increased such Consolidated Net Income for the respective period
      for which EBITDA is being determined) non-cash items increasing Consolidated
      Net
      Income of the Borrower and the Subsidiaries for such period (but excluding
      any
      such items (A) in respect of which cash was received in a prior period or will
      be received 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    in
      a
      future period or (B) which represent the reversal of any accrual of, or cash
      reserve for, anticipated cash charges in any prior period).

     

    For
      purposes of determining EBITDA under this Agreement for any quarter ending
      prior
      to the first full quarter ending after the Closing Date, EBITDA for such fiscal
      quarter shall be calculated on a Pro Forma Basis giving effect to the
      Acquisition and the other Transactions occurring on the Closing
      Date.

     

    “environment”
shall
      mean ambient and indoor air, surface water and groundwater (including potable
      water, navigable water and wetlands), the land surface or subsurface strata,
      natural resources such as flora and fauna, the workplace or as otherwise defined
      in any Environmental Law.

     

    “Environmental
      Laws”
shall
      mean all applicable laws (including common law), rules, regulations, codes,
      ordinances, orders, decrees or judgments, promulgated or entered into by any
      Governmental Authority, relating in any way to the environment, preservation
      or
      reclamation of natural resources, the generation, management, Release or
      threatened Release of, or exposure to, any Hazardous Material or to occupational
      health and safety matters (to the extent relating to the environment or
      Hazardous Materials).

     

    “Equity
      Financing”
shall
      mean, in connection with the consummation of the Acquisition, the purchase
      or
      contribution by the Permitted Holders, directly or indirectly, of cash common
      equity to or of Holdings(or rollover of existing equity by the Management Group)
      in an aggregate amount of not less than $480.0 million, which amount shall
      be
      contributed by Holdings to the Borrower as cash common equity.

     

    “Equity
      Interests”
of
      any
      person shall mean any and all shares, interests, rights to purchase or otherwise
      acquire, warrants, options, participations or other equivalents of or interests
      in (however designated) equity or ownership of such person, including any
      preferred stock, any limited or general partnership interest and any limited
      liability company membership interest, and any securities or other rights or
      interests convertible into or exchangeable for any of the
      foregoing.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as the same may be
      amended from time to time and any final regulations promulgated and the rulings
      issued thereunder.

     

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

     

    “ERISA
      Event”
shall
      mean (a) any Reportable Event or
      the
      requirements of Section 4043(b) of ERISA apply with respect to a
      Plan;
      (b) the
      existence with respect to any Plan of an “accumulated funding deficiency” (as
      defined in Section 412 of the Code or Section 302 of ERISA), whether
      or not waived; (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Plan, the failure to make by its due date
      a
      required installment 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        
under
        Section 412(m) of the Code with respect to any Plan or the failure to make
        any required contribution to a Multiemployer Plan; (d) the incurrence by
        Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability
        under Title IV of ERISA with respect to the termination of any Plan or
        Multiemployer Plan; (e) the receipt by Holdings, the Borrower, a Subsidiary
        or
        any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
        to an intention to terminate any Plan or to appoint a trustee to administer
        any
        Plan under Section 4042 of ERISA; (f) the incurrence by Holdings, the
        Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect
        to
        the withdrawal or partial withdrawal from any Plan or Multiemployer Plan;
        (g)
        the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate
        of
        any notice, or the receipt by any Multiemployer Plan from Holdings, the
        Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the
        impending imposition of Withdrawal Liability or a determination that a
        Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
        within the meaning of Title IV of ERISA;
        (h) the
        conditions for imposition of a lien under Section 302(f) of ERISA shall have
        been met with respect to any Plan; or (i) the adoption of an amendment to
        a Plan
        requiring the provision of security to such Plan pursuant to Section 307
        of
        ERISA.

    

     

    “Eurocurrency
      Borrowing”
shall
      mean a Borrowing comprised of Eurocurrency Loans.

     

    “Eurocurrency
      Loan”
shall
      mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.

     

    “Eurocurrency
      Revolving Facility Borrowing”
shall
      mean a Borrowing comprised of Eurocurrency Revolving Loans.

     

    “Eurocurrency
      Revolving Loan”
shall
      mean any Revolving Facility Loan bearing interest at a rate determined by
      reference to the Adjusted LIBO Rate in accordance with the provisions of
      Article II.

     

    “Eurocurrency
      Term Loan”
shall
      mean any Term Loan bearing interest at a rate determined by reference to the
      Adjusted LIBO Rate in accordance with the provisions of
      Article II.

     

    “Event
      of Default”
shall
      have the meaning assigned to such term in Section 7.01.

     

    “Excess
      Cash Flow”
shall
      mean, with respect to the Borrower and its Subsidiaries on a consolidated basis
      for any Applicable Period, EBITDA of the Borrower and its Subsidiaries on a
      consolidated basis for such Applicable Period, minus,
      without
      duplication,

     

    (a) Debt
      Service for such Applicable Period,

     

    (b) the
      amount of any voluntary prepayment permitted hereunder of term Indebtedness
      during such Applicable Period (other than any voluntary prepayment of the Loans,
      which shall be the subject of Section 2.11(c)), so long as the amount of such
      prepayment is not already reflected in Debt Service,

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (c) (i)
      Capital Expenditures by the Borrower and the Subsidiaries on a consolidated
      basis during such Applicable Period that are paid in cash (to the extent
      permitted under this Agreement) and (ii) the aggregate consideration paid in
      cash during the Applicable Period in respect of Permitted Business Acquisitions
      and other Investments permitted hereunder less
      any
      amounts received in respect thereof as a return of capital,

     

    (d) Capital
      Expenditures that the Borrower or any Subsidiary shall, during such Applicable
      Period, become obligated to make but that are not made during such Applicable
      Period (to the extent permitted under this Agreement); provided,
      that
      (i) Holdings shall deliver a certificate to the Administrative Agent not
      later than 90 days after the end of such Applicable Period, signed by a
      Responsible Officer of the Borrower and certifying that such Capital
      Expenditures and the delivery of the related equipment will be made in the
      following Applicable Period, and (ii) any amount so deducted shall not be
      deducted again in a subsequent Applicable Period,

     

    (e) Taxes
      paid in cash by Holdings and its Subsidiaries on a consolidated basis during
      such Applicable Period or that will be paid within six months after the close
      of
      such Applicable Period; provided,
      that
      with respect to any such amounts to be paid after the close of such Applicable
      Period, (i) any amount so deducted shall not be deducted again in a subsequent
      Applicable Period, and (ii) appropriate reserves shall have been established
      in
      accordance with GAAP,

     

    (f) an
      amount
      equal to any increase in Working Capital of the Borrower and its Subsidiaries
      for such Applicable Period,

     

    (g) cash
      expenditures made in respect of Swap Agreements during such Applicable Period,
      to the extent not reflected in the computation of EBITDA or Interest
      Expense,

     

    (h) permitted
      dividends or distributions or repurchases of its Equity Interests paid in cash
      by the Borrower during such Applicable Period and permitted dividends paid
      by
      any Subsidiary to any person other than Holdings, the Borrower or any of the
      Subsidiaries during such Applicable Period, in each case in accordance with
      Section 6.06 (other than Section 6.06(e)),

     

    (i) amounts
      paid in cash during such Applicable Period on account of (A) items that
      were accounted for as noncash reductions of Net Income in determining
      Consolidated Net Income or as noncash reductions of Consolidated Net Income
      in
      determining EBITDA of the Borrower and its Subsidiaries in a prior Applicable
      Period and (B) reserves or accruals established in purchase accounting,


     

    (j) to
      the
      extent not deducted in the computation of Net Proceeds in respect of any asset
      disposition or condemnation giving rise thereto, the amount of any mandatory
      prepayment of Indebtedness (other than Indebtedness created hereunder or under
      any other Loan Document), together with any interest, premium or penalties
      required to be paid (and actually paid) in connection therewith,
      and

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (k) the
      aggregate amount of items that were added to or not deducted from Net Income
      in
      calculating Consolidated Net Income or were added to or not deducted from
      Consolidated Net Income in calculating EBITDA to the extent such items
      represented a cash payment (which had not reduced Excess Cash Flow upon the
      accrual thereof in a prior Applicable Period), or an accrual for a cash payment,
      by the Borrower and its Subsidiaries or did not represent cash received by
      the
      Borrower and its Subsidiaries, in each case on a consolidated basis during
      such
      Applicable Period,

     

    plus,
      without
      duplication,

     

    (a) an
      amount
      equal to any decrease in Working Capital for such Applicable
      Period,

     

    (b) all
      amounts referred to in clauses (b), (c), (d) and (h) above to the extent
      funded with the proceeds of the issuance or the incurrence of Indebtedness
      (including Capital Lease Obligations and purchase money Indebtedness, but
      excluding, solely as relating to Capital Expenditures, proceeds of Revolving
      Facility Loans), the sale or issuance of any Equity Interests (including any
      capital contributions) and any loss, damage, destruction or condemnation of,
      or
      any sale, transfer or other disposition (including any sale and leaseback of
      assets and any mortgage or lease of Real Property) to any person of any asset
      or
      assets, in each case to the extent there is a corresponding deduction from
      Excess Cash Flow above,

     

    (c) to
      the
      extent any permitted Capital Expenditures referred to in clause (d) above
      and the delivery of the related equipment do not occur in the following
      Applicable Period of the Borrower specified in the certificate of the Borrower
      provided pursuant to clause (d) above, the amount of such Capital
      Expenditures that were not so made in such following Applicable
      Period,

     

    (d) cash
      payments received in respect of Swap Agreements during such Applicable Period
      to
      the extent (i) not included in the computation of EBITDA or (ii) such payments
      do not reduce Cash Interest Expense,

     

    (e) any
      extraordinary or nonrecurring gain realized in cash during such Applicable
      Period (except to the extent such gain consists of Net Proceeds subject to
      Section 2.11(b)),

     

    (f) to
      the
      extent deducted in the computation of EBITDA, cash interest income,
      and

     

    (g) the
      aggregate amount of items that were deducted from or not added to Net Income
      in
      connection with calculating Consolidated Net Income or were deducted from or
      not
      added to Consolidated Net Income in calculating EBITDA to the extent either
      (i)
      such items represented cash received by the Borrower or any Subsidiary or (ii)
      such items do not represent cash paid by the Borrower or any Subsidiary, in
      each
      case on a consolidated basis during such Applicable Period.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    “Excess
      Cash Flow Interim Period”
shall
      mean, (x) during any Excess Cash Flow Period, any one-, two-, or three-quarter
      period (a) commencing on the later of (i) the end of the immediately preceding
      Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess
      Cash
      Flow Interim Period occurring during the same Excess Cash Flow Period and (b)
      ending on the last day of the most recently ended fiscal quarter (other than
      the
      last day of the Fiscal Year) during such Excess Cash Flow Period for which
      financial statements are available and (y) during the period from the Closing
      Date until the beginning of the first Excess Cash Flow Period, any period
      commencing on the Closing Date and ending on the last day of the most recently
      ended fiscal quarter for which financial statements are available.

     

    “Excess
      Cash Flow Period”
shall
      mean each fiscal year of the Borrower, commencing with the fiscal year of the
      Borrower ending on December 29, 2007.

     

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

     

    “Excluded
      Indebtedness”
shall
      mean all Indebtedness permitted to be incurred under Section 6.01 (other
      than Section 6.01(v)).

     

    “Excluded
      Taxes”
shall
      mean, with respect to the Administrative Agent, any Lender, any Issuing Bank
      or
      any other recipient of any payment to be made by or on account of any obligation
      of the Borrower hereunder, (a) any income taxes imposed on (or measured by)
      its
      net income (or franchise taxes imposed in lieu of net income taxes) by the
      United States of America (or any state or locality thereof) or the jurisdiction
      under the laws of which such recipient is organized or in which its principal
      office is located or, in the case of any Lender, in which its applicable lending
      office is located or any other jurisdiction as a result of such recipient
      engaging in a trade or business in such jurisdiction for tax purposes (provided
      that no such person shall be deemed to be located or engaged in a trade or
      business in the United States solely as a result of lending under this
      Agreement), (b) any branch profits tax or any similar tax that is imposed by
      any
      jurisdiction described in clause (a) above, (c) in the case of a Lender
      making a Loan to the Borrower, any tax (including any backup withholding tax)
      imposed by the United States (or the jurisdiction under the laws of which such
      Lender is organized or in which its principal office is located or in which
      its
      applicable lending office is located or any other jurisdiction as a result
      of
      such Lender engaging in a trade or business in such jurisdiction for tax
      purposes) that (x) is in effect and would apply to amounts payable hereunder
      to
      such Lender at the time such Lender becomes a party to such Loan to the Borrower
      (or designates a new lending office), except to the extent that the assignor
      to
      such Lender in the case of an assignment or the Lender in the case of a
      designation of a new lending office (for the absence of doubt, other than the
      lending office at the time such Lender becomes a party to such Loan) was
      entitled, at the time of such assignment or designation of a new lending office,
      respectively, to receive additional amounts from a Loan Party with respect
      to
      any withholding tax pursuant to Section 2.17(a) or Section 2.17(c) or
      (y) is attributable to such Lender’s failure to comply with Section 2.17(e)
      or (f) with respect to such Loan and (d) any taxes that are imposed as a result
      of any event occurring after the Lender becomes a Lender (other than an event
      described in clause (a) or (b) of the definition of Change in Law and other
      than
      as a result of any actions taken by a Loan Party) in the case of clause (a),
      (b), (c) and (d), together with any and all interest and penalties related
      thereto.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    “Existing
      Credit Agreement”
means
      that certain Second Amended and Restated Credit and Guaranty Agreement, dated
      as
      of August 9, 2004, as amended or amended and restated from time to time, by
      and
      among Berry Plastics Corporation, BPC Holding Corporation, certain subsidiaries
      of Berry Plastics Corporation, Deutsche Bank Trust Company Americas, as
      administrative agent, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank,
      N.A., Fleet National Bank and the Royal Bank of Scotland.

     

    “Existing
      Letters of Credit”
means
      those Standby Letters of Credit or Trade Letters of Credit issued and
      outstanding as of the date hereof set forth on Schedule 1.01(c).

     

    “Facility”
shall
      mean the respective facility and commitments utilized in making Loans and credit
      extensions hereunder, it being understood that as of the date of this Agreement
      there are two Facilities, i.e.,
      the
      Term B Facility and the Revolving Facility (and no Incremental Term Facility
      or
      Incremental Revolving Facility Commitments), and thereafter, may include the
      Incremental Term Facility and Incremental Revolving Facility
      Commitments.

     

    “Federal
      Funds Effective Rate”
shall
      mean, for any day, the rate per annum equal to the weighted average of the
      rates
      on overnight Federal funds transactions with members of the Federal Reserve
      System arranged by Federal funds brokers on such day, as published by the
      Federal Reserve Bank of New York on the Business Day next succeeding such day;
      provided
      that (a)
      if such day is not a Business Day, the Federal Funds Effective Rate for such
      day
      shall be such rate on such transactions on the next preceding Business Day
      as so
      published on the next succeeding Business Day, and (b) if no such rate is so
      published on such next succeeding Business Day, the Federal Funds Effective
      Rate
      for such day shall be the average rate (rounded upward, if necessary, to a
      whole
      multiple of 1/100 of 1%) charged to Credit Suisse on such day on such
      transactions as determined by the Administrative Agent.

     

    “Fee
      Letter”
shall
      mean that certain Amended and Restated Fee Letter dated as of August 2, 2006
      by
      and among the Borrower, Credit Suisse Securities (USA) LLC, Credit Suisse,
      Deutsche Bank Trust Company Americas, Deutsche Bank Cayman Islands Branch and
      Deutsche Bank Securities Inc.

     

    “Fees”
shall
      mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees
      and
      the Administrative Agent Fees.

     

    “Financial
      Officer”
of
      any
      person shall mean the Chief Financial Officer, principal accounting officer,
      Treasurer, Assistant Treasurer or Controller of such person.

     

    “Financial
      Performance Covenant”
shall
      mean the covenant of the Borrower set forth in Section 6.11.

     

    “First
      Lien Debt”
at
      any
      date shall mean (i) the aggregate principal amount of Consolidated Debt of
      the
      Borrower and its Subsidiaries outstanding at such date that consists of, without
      duplication, Indebtedness that in each case is then secured by first priority
      Liens on property or assets of the Borrower and its Subsidiaries (other than
      property or assets held in a defeasance or similar trust or arrangement for
      the
      benefit of the Indebtedness secured thereby), less (ii) without duplication,
      the
      Unrestricted Cash and Permitted Investments of the Borrower and its Subsidiaries
      on such date.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    “Foreign
      Pledge Agreement”
shall
      mean a pledge agreement with respect to the Pledged Collateral that constitutes
      Equity Interests of a “first tier” Foreign Subsidiary, governed by the law of
      the jurisdiction of organization of such Foreign Subsidiary, in form and
      substance reasonably satisfactory to the Administrative Agent; provided,
      that in
      no event shall more than 65% of the issued and outstanding voting Equity
      Interests of such Foreign Subsidiary be pledged to secure Obligations of the
      Borrower.

     

    “Foreign
      Subsidiary”
shall
      mean any Subsidiary that is incorporated or organized under the laws of any
      jurisdiction other than the United States of America, any State thereof or
      the
      District of Columbia.

     

    “Funds”
shall
      have the meaning assigned to such term in the first recital hereto.

     

    “Fund
      Affiliates”
shall
      mean (i) each Affiliate of a Fund, (ii) any individual who is a partner or
      employee of Apollo Management, L.P., Apollo Management IV, L.P. or Apollo
      Management V, L.P. and (iii) Graham BPC Investment Holdings, LP.

     

    “Fund
      Termination Fees”
shall
      have the meaning specified in Section 6.07(b)(xiv).

     

    “GAAP”
shall
      mean generally accepted accounting principles in effect from time to time in
      the
      United States, applied on a consistent basis, subject to the provisions of
      Section 1.02; provided
      that any
      reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07
      and
      6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of the
      Borrower) shall mean generally accepted accounting principles in effect from
      time to time in the jurisdiction of organization of such Foreign
      Subsidiary.

     

    “Governmental
      Authority”
shall
      mean any federal, state, local or foreign court or governmental agency,
      authority, instrumentality or regulatory or legislative body.

     

    “Guarantee”
of
      or
      by any person (the “guarantor”)
      shall
      mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing
      or having the economic effect of guaranteeing any Indebtedness or other
      obligation of any other person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (i) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      (whether arising by virtue of partnership arrangements, by agreement to keep
      well, to purchase assets, goods, securities or services, to take-or-pay or
      otherwise) or to purchase (or to advance or supply funds for the purchase of)
      any security for the payment of such Indebtedness or other obligation, (ii)
      to
      purchase or lease property, securities or services for the purpose of assuring
      the owner of such Indebtedness or other obligation of the payment thereof,
      (iii)
      to maintain working capital, equity capital or any other financial statement
      condition or liquidity of the primary obligor so as to enable the primary
      obligor to pay such Indebtedness or other obligation, (iv) entered into for
      the
      purpose of assuring in any other manner the holders of such Indebtedness or
      other obligation of the payment thereof or to protect such holders against
      loss
      in respect thereof (in whole or in part) or (v) as an account party in respect
      of any letter of credit, bank guarantee or other letter of guaranty issued
      to
      support such Indebtedness or other obligation, or (b) any Lien on any assets
      of
      the guarantor securing any Indebtedness (or any existing right, contingent
      or
      otherwise, of

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        
the
        holder of Indebtedness to be secured by such a Lien) of any other person,
        whether or not such Indebtedness or other obligation is assumed by the
        guarantor; provided,
        however,
        the
        term “Guarantee” shall not include endorsements of instruments for deposit or
        collection in the ordinary course of business or customary and reasonable
        indemnity obligations in effect on the Closing Date or entered into in
        connection with any acquisition or disposition of assets permitted by this
        Agreement (other than such obligations with respect to Indebtedness). The
        amount
        of any Guarantee shall be deemed to be an amount equal to the stated or
        determinable amount of the Indebtedness in respect of which such Guarantee
        is
        made or, if not stated or determinable, the maximum reasonably anticipated
        liability in respect thereof (assuming such person is required to perform
        thereunder) as determined by such person in good faith.

    

     

    “guarantor”
shall
      have the meaning assigned to such term in the definition of the term
“Guarantee.”

     

    “Hazardous
      Materials”
shall
      mean all pollutants, contaminants, wastes, chemicals, materials, substances
      and
      constituents, including, without limitation, explosive or radioactive substances
      or petroleum or petroleum distillates, asbestos or asbestos containing
      materials, polychlorinated biphenyls or radon gas, of any nature subject to
      regulation or which can give rise to liability under any Environmental
      Law.

     

    “Holdings”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Immaterial
      Subsidiary”
shall
      mean any Subsidiary that, as of the last day of the fiscal quarter of the
      Borrower most recently ended, (a) did not have assets with a value in excess
      of
      5.0% of the Consolidated Total Assets or revenues representing in excess of
      5.0%
      of total revenues of the Borrower and the Subsidiaries on a consolidated basis
      as of such date and (b) when taken together with all other Immaterial
      Subsidiaries as of such date, did not have assets with a value in excess of
      10.0% of the Consolidated Total Assets or revenues representing in excess of
      10.0% of total revenues of the Borrower and the Subsidiaries on a consolidated
      basis as of such date. Each Immaterial Subsidiary as of the Closing Date shall
      be set forth in Schedule 1.01(d).

     

    “Increased
      Amount Date”
shall
      have the meaning assigned to such term in Section 2.21.

     

    “Incremental
      Amount”
shall
      mean, at any time, the excess, if any, of (a) $200.0 million over
      (b) the
      aggregate amount of all Incremental Term Loan Commitments and Incremental
      Revolving Facility Commitments established prior to such time pursuant to
      Section 2.21.

     

    “Incremental
      Assumption Agreement”
shall
      mean an Incremental Assumption Agreement in form and substance reasonably
      satisfactory to the Administrative Agent, among the Borrower, the Administrative
      Agent and one or more Incremental Term Lenders and/or Incremental Revolving
      Facility Lenders.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    “Incremental
      Revolving Facility Commitment”
shall
      mean any increased or incremental Revolving Facility Commitment provided
      pursuant to Section 2.21.

     

    “Incremental
      Revolving Facility Lender”
shall
      mean a Lender with a Revolving Facility Commitment or an outstanding Revolving
      Facility Loan as a result of an Incremental Revolving Facility
      Commitment.

     

    “Incremental
      Term Borrowing”
shall
      mean a Borrowing comprised of Incremental Term Loans.

     

    “Incremental
      Term Facility”
shall
      mean the Incremental Term Loan Commitments and the Incremental Term Loans made
      hereunder.

     

    “Incremental
      Term Facility Maturity Date”
shall
      mean, with respect to any series or tranche of Incremental Term Loans
      established pursuant to an Incremental Assumption Agreement, the maturity date
      for as set forth in such Incremental Assumption Agreement.

     

    “Incremental
      Term Lender”
shall
      mean a Lender with an Incremental Term Loan Commitment or an outstanding
      Incremental Term Loan.

     

    “Incremental
      Term Loan Commitment”
shall
      mean the commitment of any Lender, established pursuant to Section 2.21, to
      make Incremental Term Loans to the Borrower.

     

    “Incremental
      Term Loan Installment Date”
shall
      have, with respect to any series or tranche of Incremental Term Loans
      established pursuant to an Incremental Assumption Agreement, the meaning
      assigned to such term in Section 2.10(a)(ii).

     

    “Incremental
      Term Loans”
shall
      mean Term Loans made by one or more Lenders to the Borrower pursuant to Section
      2.01(c). Incremental Term Loans may be made in the form of additional Term
      B
      Loans or, to the extent permitted by Section 2.21 and provided for in the
      relevant Incremental Assumption Agreement, Other Term Loans.

     

    “Indebtedness”
of
      any
      person shall mean, without duplication, (a) all obligations of such person
      for
      borrowed money, (b) all obligations of such person evidenced by bonds,
      debentures, notes or similar instruments, (c) all obligations of such person
      under conditional sale or other title retention agreements relating to property
      or assets purchased by such person, (d) all obligations of such person issued
      or
      assumed as the deferred purchase price of property or services, to the extent
      that the same would be required to be shown as a long term liability on a
      balance sheet prepared in accordance with GAAP, (e) all Capital Lease
      Obligations of such person, (f) all net payments that such person would have
      to
      make in the event of an early termination, on the date Indebtedness of such
      person is being determined, in respect of outstanding Swap Agreements, (g)
      the
      principal component of all obligations, contingent or otherwise, of such person
      as an account party in respect of letters of credit and bank guarantees, (h)
      the
      principal component of all obligations of such person in respect of bankers’
acceptances, (i) all Guarantees by such person of Indebtedness described in
      clauses (a) to (h) above) and (j) the amount of all obligations of such person
      with respect to the redemption, repayment or other repurchase of any
      Disqualified Stock (excluding accrued dividends that have not increased the
      liquidation preference of such Disqualified Stock); provided,
      that
      Indebtedness shall not 

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        
include
        (A) trade payables, accrued expenses and intercompany liabilities arising
        in the
        ordinary course of business, (B) prepaid or deferred revenue arising in the
        ordinary course of business, (C) purchase price holdbacks arising in the
        ordinary course of business in respect of a portion of the purchase price
        of an
        asset to satisfy unperformed obligations of the seller of such asset or (D)
        earn-out obligations until such obligations become a liability on the balance
        sheet of such person in accordance with GAAP. The Indebtedness of any person
        shall include the Indebtedness of any partnership in which such person is
        a
        general partner, other than to the extent that the instrument or agreement
        evidencing such Indebtedness expressly limits the liability of such person
        in
        respect thereof. To the extent not otherwise included, Indebtedness shall
        include the amount of any Receivables Net Investment.

    

     

    “Indemnified
      Taxes”
shall
      mean all Taxes other than Excluded Taxes. 

     

    “Indemnitee”
shall
      have the meaning assigned to such term in Section 9.05(b).

     

    “Ineligible
      Institution”
shall
      mean the persons identified in writing to the Administrative Agent by the
      Borrower on the Closing Date, and as may be identified in writing to the
      Administrative Agent by the Borrower from time to time thereafter, with the
      written consent of the Administrative Agent, by delivery of a notice thereof
      to
      the Administrative Agent setting forth such person or persons (or the person
      or
      persons previously identified to the Administrative Agent that are to be no
      longer considered “Ineligible Institutions”). 

     

    “Information”
shall
      have the meaning assigned to such term in Section 3.14(a).

     

    “Information
      Memorandum”
shall
      mean the Confidential Information Memorandum dated August 2006, as modified
      or
      supplemented prior to the Closing Date.

     

    “Initial
      Pro Forma Adjustment”
shall
      mean an amount equal to $3.125 million for each quarterly period ending
      September 30, 2006 and December 31, 2006.

     

    “Intercreditor
      Agreement”
shall
      mean the Intercreditor Agreement, dated as of September 20, 2006, by and among
      Credit Suisse, Cayman Islands Branch, as first lien agent, Wells Fargo Bank,
      N.A., as trustee, Holdings, the Borrower and the Subsidiary Loan Parties, as
      in
      effect on the Closing Date.

     

    “Interest
      Election Request”
shall
      mean a request by the Borrower to convert or continue a Term Borrowing or
      Revolving Facility Borrowing in accordance with Section 2.07.

     

    “Interest
      Expense”
shall
      mean, with respect to any person for any period, the sum of (a) gross interest
      expense of such person for such period on a consolidated basis, including (i)
      the amortization of debt discounts, (ii) the amortization of all fees (including
      fees with respect to Swap Agreements) payable in connection with the incurrence
      of Indebtedness to the extent included in interest expense and (iii) the portion
      of any payments or accruals with respect to Capital Lease Obligations allocable
      to interest expense, (b) capitalized interest of such person, and (c)
      commissions, discounts, yield and other fees and charges incurred in connection
      with any Permitted Receivables Financing which are payable to any person other
      than the Borrower or a Subsidiary Loan Party. For purposes of the foregoing,
      gross interest 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        
expense
        shall be determined after giving effect to any net payments made or received
        and
        costs incurred by the Borrower and the Subsidiaries with respect to Swap
        Agreements.

    

     

    “Interest
      Payment Date”
shall
      mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest
      Period applicable to the Borrowing of which such Loan is a part and, in the
      case
      of a Eurocurrency Borrowing with an Interest Period of more than three months’
duration, each day that would have been an Interest Payment Date had successive
      Interest Periods of three months’ duration been applicable to such Borrowing
      and, in addition, the date of any refinancing or conversion of such Borrowing
      with or to a Borrowing of a different Type and (b) with respect to any ABR
      Loan
      the last Business Day of each March, June, September and December.

     

    “Interest
      Period”
shall
      mean, as to any Eurocurrency Borrowing, the period commencing on the date of
      such Borrowing or on the last day of the immediately preceding Interest Period
      applicable to such Borrowing, as applicable, and ending on the numerically
      corresponding day (or, if there is no numerically corresponding day, on the
      last
      day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or
      12
      months, if at the time of the relevant Borrowing, all relevant Lenders consent
      to such interest periods), as the Borrower may elect, or the date any
      Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with
      Section 2.07 or repaid or prepaid in accordance with Section 2.09,
      2.10 or 2.11; provided,
      however,
      that if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day. Interest
      shall accrue from and including the first day of an Interest Period to but
      excluding the last day of such Interest Period.

     

    “Investment”
shall
      have the meaning assigned to such term in Section 6.04.

     

    “Issuing
      Bank”
shall
      mean Credit Suisse and each other Issuing Bank designated pursuant to
      Section 2.05(k), in each case in its capacity as an issuer of Letters of
      Credit hereunder, and its successors in such capacity as provided in
      Section 2.05(i). An Issuing Bank may, in its discretion, arrange for one or
      more Letters of Credit to be issued by Affiliates of such Issuing Bank, in
      which
      case the term “Issuing Bank” shall include any such Affiliate with respect to
      Letters of Credit issued by such Affiliate.

     

    “Issuing
      Bank Fees”
shall
      have the meaning assigned to such term in Section 2.12(b).

     

    “Joint
      Lead Arrangers”
shall
      mean Citigroup Global Markets Inc. and Credit Suisse, in their capacities as
      joint lead arrangers. 

     

    “Junior
      Financing”
shall
      have the meaning assigned to such term in Section 6.09(b).

     

    “L/C
      Disbursement”
shall
      mean (i) a payment or disbursement made by an Issuing Bank pursuant to a Letter
      of Credit (other than an Acceptance Credit) or (ii) a payment of a Bankers’
Acceptance upon presentation.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    “L/C
      Participation Fee”
shall
      have the meaning assigned such term in Section 2.12(b).

     

    “Lender”
shall
      mean each financial institution listed on Schedule 2.01,
      as well
      as any person that becomes a “Lender” hereunder pursuant to
      Section 9.04.

     

    “Lender
      Default”
shall
      mean (i) the refusal (which has not been retracted) of a Lender to make
      available its portion of any Borrowing, to acquire participations in a Swingline
      Loan pursuant to Section 2.04 or to fund its portion of any unreimbursed
      payment under Section 2.05(e), or (ii) a Lender having notified the
      Borrower and/or the Administrative Agent in writing that it does not intend
      to
      comply with its obligations under Section 2.04, 2.05 or 2.06.

     

    “Letter
      of Credit”
shall
      mean any letter of credit and any bank guarantee issued pursuant to
      Section 2.05, including any Acceptance Credit and any Alternate Currency
      Letter of Credit. Each Existing Letter of Credit shall be deemed to constitute
      a
      Letter of Credit issued hereunder on the Closing Date for all purposes of the
      Loan Documents.

     

    “Letter
      of Credit Commitment”
shall
      mean, with respect to each Issuing Bank, the commitment of such Issuing Bank
      to
      issue Letters of Credit pursuant to Section 2.05. 

     

    “Letter
      of Credit Sublimit”
shall
      mean the aggregate Letter of Credit Commitments of the Issuing Banks, in an
      amount not to exceed $50.0 million (or the equivalent thereof in an Alternate
      Currency).

     

    “LIBO
      Rate”
shall
      mean, with respect to any Eurocurrency Borrowing for any Interest Period, the
      rate per annum equal to the British Bankers Association LIBOR Rate
      (“BBA
      LIBOR”),
      as
      published by Bloomberg (or other commercially available source providing
      quotations of BBA LIBOR as designated by the Administrative Agent from time
      to
      time) at approximately 11:00 a.m., London time, two Business Days prior to
      the
      commencement of such Interest Period, for Dollar deposits (for delivery on
      the
      first day of such Interest Period) with a term equivalent to such Interest
      Period; provided,
      that if
      such rate is not available at such time for any reason, then the “LIBO Rate” for
      such Interest Period shall be the rate per annum determined by the
      Administrative Agent to be the rate at which deposits in Dollars for delivery
      on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurocurrency Rate Loan being made, continued or converted by
      Credit Suisse and with a term equivalent to such Interest Period would be
      offered by Credit Suisse’s London Branch to major banks in the London interbank
      Eurocurrency market at their request at approximately 11:00 a.m. (London time)
      two Business Days prior to the commencement of such Interest
      Period.

     

    “Lien”
shall
      mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
      hypothecation, pledge, charge, security interest or similar encumbrance in
      or on
      such asset and (b) the interest of a vendor or a lessor under any conditional
      sale agreement, capital lease or title retention agreement (or any financing
      lease having substantially the same economic effect as any of the foregoing)
      relating to such asset, provided, that in no event shall an operating lease
      or
      an agreement to sell be deemed to constitute a Lien. 

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    “Loan
      Documents”
shall
      mean this Agreement, the Letters of Credit, the Security Documents, the
      Intercreditor Agreement and any Note issued under Section 2.09(e), and
      solely for the purposes of Sections 4.02 and 7.01 hereof, the Fee
      Letter.

     

    “Loan
      Parties”
shall
      mean Holdings, the Borrower and the Subsidiary Loan Parties.

     

    “Loans”
shall
      mean the Term B Loans, the Incremental Term Loans (if any), the Revolving
      Facility Loans and the Swingline Loans.

     

    “Local
      Time”
shall
      mean New York City time.

     

    “Majority
      Lenders”
of
      any
      Facility shall mean, at any time, Lenders under such Facility having Loans
      and
      unused Commitments representing more than 50% of the sum of all Loans
      outstanding under such Facility and unused Commitments under such Facility
      at
      such time.

     

    “Management
      Group”
means
      the group consisting of the directors, executive officers and other key
      management personnel of the Borrower, Holdings and their Subsidiaries, as the
      case may be, on the Closing Date together with (a) any new directors whose
      election by such boards of directors or whose nomination for election by the
      shareholders of the Borrower or Holdings, as the case may be, was approved
      by a
      vote of a majority of the directors of the Borrower or Holdings, as the case
      may
      be, then still in office who were either directors on the Closing Date or whose
      election or nomination was previously so approved and (b) executive officers
      and
      other key management personnel of the Borrower or Holdings and their
      Subsidiaries, as the case may be, hired at a time when the directors on the
      Closing Date together with the directors so approved constituted a majority
      of
      the directors of the Borrower or Holdings, as the case may be.

     

    “Margin
      Stock”
shall
      have the meaning assigned to such term in Regulation U.

     

    “Material
      Adverse Effect”
shall
      mean a material adverse effect on the business, property, operations or
      condition of the Borrower and its Subsidiaries, taken as a whole, or the
      validity or enforceability of any of the material Loan Documents or the rights
      and remedies of the Administrative Agent and the Lenders thereunder;
provided,
      however,
      that
      solely for purposes of determining whether the condition in Section 4.01(b)
      has
      been satisfied in connection with the first Credit Event on the Closing Date,
      any reference to “Material Adverse Effect” in any of the representations and
      warranties referred to in Section 4.01(b) shall mean, “Company Material Adverse
      Effect” as defined in the Acquisition Agreement. 

     

    “Material
      Indebtedness”
shall
      mean Indebtedness (other than Loans and Letters of Credit) of any one or more
      of
      Holdings, the Borrower or any Subsidiary in an aggregate principal amount
      exceeding $20.0 million.

     

    “Material
      Subsidiary”
shall
      mean any Subsidiary other than Immaterial Subsidiaries.

     

    “Maximum
      Rate”
shall
      have the meaning assigned to such term in Section 9.09. 

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc.

     

    “Mortgaged
      Properties”
shall
      mean the Real Properties owned in fee by the Loan Parties that are set forth
      on
Schedule 1.01(b)
      and each
      additional Real Property encumbered by a Mortgage pursuant to
      Section 5.10.

     

    “Mortgages”
shall
      mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure
      debt, assignments of leases and rents, and other security documents delivered
      with respect to Mortgaged Properties, each substantially in the form of
Exhibit D
      (with
      such changes as are reasonably consented to by the Administrative Agent to
      account for local law matters), as amended, supplemented or otherwise modified
      from time to time.

     

    “Multiemployer
      Plan”
shall
      mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to
      which the Borrower, Holdings or any Subsidiary or any ERISA Affiliate (other
      than one considered an ERISA Affiliate only pursuant to subsection (m) or
      (o) of Code Section 414) is making or accruing an obligation to make
      contributions, or has within any of the preceding six plan years made or accrued
      an obligation to make contributions.

     

    “Net
      Income”
shall
      mean, with respect to any person, the net income (loss) of such person,
      determined in accordance with GAAP and before any reduction in respect of
      preferred stock dividends.

     

    “Net
      Proceeds”
shall
      mean:

     

    (a) 100%
      of
      the cash proceeds actually received by the Borrower or any Subsidiary Loan
      Party
      (including any cash payments received by way of deferred payment of principal
      pursuant to a note or installment receivable or purchase price adjustment
      receivable or otherwise and including casualty insurance settlements and
      condemnation awards, but only as and when received) from any Asset Sale (other
      than those pursuant to Section 6.05(a), (b), (c), (d) (except as contemplated
      by
      Section 6.03(b)(ii)), (e), (f), (h), (i) or (j)), net of (i) attorneys’ fees,
      accountants’ fees, investment banking fees, survey costs, title insurance
      premiums, and related search and recording charges, transfer taxes, deed or
      mortgage recording taxes, required debt payments and required payments of other
      obligations relating to the applicable asset to the extent such debt or
      obligations are secured by a Lien permitted hereunder (other than pursuant
      to
      the Loan Documents) on such asset, other customary expenses and brokerage,
      consultant and other customary fees actually incurred in connection therewith,
      (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any
      reasonable reserve established in accordance with GAAP against any adjustment
      to
      the sale price or any liabilities (other than any taxes deducted pursuant to
      clause (i) above) (x) related to any of the applicable assets and (y) retained
      by the Borrower or any of the Subsidiaries including, without limitation,
      pension and other post-employment benefit liabilities and liabilities related
      to
      environmental matters or against any indemnification obligations (however,
      the
      amount of any subsequent reduction of such reserve (other than in connection
      with a payment in respect of any such liability) shall be deemed to be Net
      Proceeds of such Asset Sale occurring on the date of such reduction);
provided,
      that,
      if no Event of Default exists and the Borrower shall deliver a certificate
      of a
      Responsible Officer of the Borrower to the Administrative Agent promptly
      following receipt of any

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     such
      proceeds setting forth the Borrower’s intention to use any portion of such
      proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair
      assets useful in the business of the Borrower and the Subsidiaries or to make
      investments in Permitted Business Acquisitions, in each case within 15 months
      of
      such receipt, such portion of such proceeds shall not constitute Net Proceeds
      except to the extent not, within 15 months of such receipt, so used or
      contractually committed to be so used (it being understood that if any portion
      of such proceeds are not so used within such 15-month period but within such
      15-month period are contractually committed to be used, such proceeds shall
      be
      used within a period of 18 months from the receipt thereof, then, upon the
      termination of such contract or expiration of the 18-month period, such
      remaining portion shall constitute Net Proceeds as of the date of such
      termination or expiry without giving effect to this proviso); provided,
      further,
      that
      (x) no proceeds realized in a single transaction or series of related
      transactions shall constitute Net Proceeds unless such proceeds shall exceed
      $5.0 million, (y) no proceeds shall constitute Net Proceeds in any fiscal year
      until the aggregate amount of all such proceeds in such fiscal year shall exceed
      $10.0 million,
      and (z) at any time during the 18-month reinvestment period contemplated by
      the
      immediately preceding proviso above, if, on a Pro Forma Basis after giving
      effect to the Asset Sale and the application of the proceeds thereof, the Total
      Net First Lien Leverage Ratio is less than or equal to 2.00 to 1.00, up to
      $75.0
      million of such proceeds shall not constitute Net Proceeds; and 

     

    (b) 100%
      of
      the cash proceeds from the incurrence, issuance or sale by the Borrower or
      any
      Subsidiary Loan Party of any Indebtedness (other than Excluded Indebtedness),
      net of all taxes and fees (including investment banking fees), commissions,
      costs and other expenses, in each case incurred in connection with such issuance
      or sale.

     

    For
      purposes of calculating the amount of Net Proceeds, fees, commissions and other
      costs and expenses payable to the Borrower or any Affiliate of the Borrower
      shall be disregarded, except for financial advisory fees customary in type
      and
      amount paid to Affiliates of the Fund and otherwise not prohibited from being
      paid hereunder. 

     

    “Non-Consenting
      Lender”
shall
      have the meaning assigned to such term in Section 2.19(c).

     

    “Note”
shall
      have the meaning assigned to such term in Section 2.09(e).

     

    “Obligations”
shall
      mean all amounts owing to the Administrative Agent, or any Lender pursuant
      to
      the terms of this Agreement or any other Loan Document.

     

    “Other
      Revolving Loans”
shall
      have the meaning assigned to such term in Section 2.21.

     

    “Other
      Taxes”
shall
      mean any and all present or future stamp or documentary taxes or any other
      excise, transfer, sales, property, intangible, mortgage recording, or similar
      taxes, charges or levies arising from any payment made hereunder or from the
      execution,

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        
delivery
        or enforcement of, or otherwise with respect to, the Loan Documents, and
        any and
        all interest and penalties related thereto (but not Excluded Taxes described
        in
        clause (a), clause (b) and, to the extent the Borrower has reasonably requested
        applicable certificates and/or forms from the Lender, clause (c)(y) of the
        definition of Excluded Taxes).

    

     

    “Other
      Term Loans”
shall
      have the meaning assigned to such term in Section 2.21.

     

    “Overdraft
      Line”
shall
      have the meaning assigned to such term in Section 6.01(w).

     

    “Parent
      Entity”
means
      any direct or indirect parent of Holdings. 

     

    “Participant”
shall
      have the meaning assigned to such term in Section 9.04(c). 

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation referred to and defined in
      ERISA.

     

    “Perfection
      Certificate”
shall
      mean the Perfection Certificate with respect to Borrower and the other Loan
      Parties in a form reasonably satisfactory to the Administrative
      Agent.

     

    “Permitted
      Business Acquisition”
shall
      mean any acquisition of all or substantially all the assets of, or all the
      Equity Interests (other than directors’ qualifying shares) in, or merger or
      consolidation with, a person or division or line of business of a person (or
      any
      subsequent investment made in a person, division or line of business previously
      acquired in a Permitted Business Acquisition), if immediately after giving
      effect thereto: (i) no Event of Default shall have occurred and be continuing
      or
      would result therefrom; (ii) all transactions related thereto shall be
      consummated in accordance with applicable laws; (iii) with respect to any such
      acquisition or investment with a fair market value in excess of $20.0 million,
      the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving
      effect to such acquisition or investment and any related transactions; (iv)
      any
      acquired or newly formed Subsidiary shall not be liable for any Indebtedness
      except for Indebtedness permitted by Section 6.01; (v) to the extent required
      by
      Section 5.10, any person acquired in such acquisition, if acquired by the
      Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a
      Subsidiary Loan Party or become upon consummation of such acquisition a
      Subsidiary Loan Party, and (vi) the aggregate amount of such acquisitions and
      investments in assets that are not owned by the Borrower or Subsidiary Loan
      Parties or in Equity Interests in persons that are not Subsidiary Loan Parties
      or persons that do not become Subsidiary Loan Parties upon consummation of
      such
      acquisition shall not exceed the greater (x) 3.50% of Consolidated Total Assets
      as of the end of the fiscal quarter immediately prior to the date of such
      acquisition or investment for which financial statements have been delivered
      pursuant to Section 5.04 and (y) $75.0 million.

     

    “Permitted
      Cure Securities”
shall
      mean any equity securities of Holdings other than Disqualified Stock (a) which
      have no mandatory redemption, repurchase or similar requirements and (b) upon
      which all dividends or distributions (if any) shall, prior to 91 days after
      the
      Term B Facility Maturity Date, be payable solely in additional shares of such
      equity security.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    “Permitted
      Holder”
shall
      mean each of (i) the Funds and the Fund Affiliates, and (ii) the Management
      Group.

     

    “Permitted
      Investments”
shall
      mean: 

     

    (a) direct
      obligations of the United States of America or any member of the European Union
      or any agency thereof or obligations guaranteed by the United States of America
      or any member of the European Union or any agency thereof, in each case with
      maturities not exceeding two years;

     

    (b) time
      deposit accounts, certificates of deposit and money market deposits maturing
      within 180 days of the date of acquisition thereof issued by a bank or trust
      company that is organized under the laws of the United States of America, any
      state thereof or any foreign country recognized by the United States of America
      having capital, surplus and undivided profits in excess of $250 million and
      whose long-term debt, or whose parent holding company’s long-term debt, is rated
      A (or such similar equivalent rating or higher by at least one nationally
      recognized statistical rating organization (as defined in Rule 436 under
      the Securities Act));

     

    (c) repurchase
      obligations with a term of not more than 180 days for underlying securities
      of
      the types described in clause (a) above entered into with a bank meeting
      the qualifications described in clause (b) above;

     

    (d) commercial
      paper, maturing not more than one year after the date of acquisition, issued
      by
      a corporation (other than an Affiliate of the Borrower) organized and in
      existence under the laws of the United States of America or any foreign country
      recognized by the United States of America with a rating at the time as of
      which
      any investment therein is made of P-1 (or higher) according to Moody’s, or A-1
      (or higher) according to S&P;

     

    (e) securities
      with maturities of two years or less from the date of acquisition issued or
      fully guaranteed by any State, commonwealth or territory of the United States
      of
      America, or by any political subdivision or taxing authority thereof, and rated
      at least A by S&P or A by Moody’s;

     

    (f) shares
      of
      mutual funds whose investment guidelines restrict 95% of such funds’ investments
      to those satisfying the provisions of clauses (a) through (e)
      above;

     

    (g) money
      market funds that (i) comply with the criteria set forth in Rule 2a-7 under
      the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
      Moody’s and (iii) have portfolio assets of at least $5,000.0 million;
      and

     

    (h) time
      deposit accounts, certificates of deposit and money market deposits (in each
      case with or from a bank meeting the qualifications described in clause (b)
      above) in an aggregate face amount not in excess of 0.5% of the total assets
      of
      the Borrower and the Subsidiaries, on a consolidated basis, as of the end of
      the
      Borrower’s most recently completed fiscal year; and

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    (i) instruments
      equivalent to those referred to in clauses (a) through (h) above denominated
      in
      any foreign currency comparable in credit quality and tenor to those referred
      to
      above and commonly used by corporations for cash management purposes in any
      jurisdiction outside the United States to the extent reasonably required in
      connection with any business conducted by any Subsidiary organized in such
      jurisdiction.

     

    “Permitted
      Liens”
shall
      have the meaning assigned to such term in Section 6.02.

     

    “Permitted
      Receivables Documents”
shall
      mean all documents and agreements evidencing, relating to or otherwise governing
      a Permitted Receivables Financing.

     

    “Permitted
      Receivables Financing”
shall
      mean one or more transactions pursuant to which (i) Receivables Assets or
      interests therein are sold to or financed by one or more Special Purpose
      Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries
      finance their acquisition of such Receivables Assets or interests therein,
      or
      the financing thereof, by selling or borrowing against Receivables Assets;
      provided that (A) recourse to the Borrower or any Subsidiary (other than the
      Special Purpose Receivables Subsidiaries) in connection with such transactions
      shall be limited to the extent customary for similar transactions in the
      applicable jurisdictions (including, to the extent applicable, in a manner
      consistent with the delivery of a “true sale”/“absolute transfer” opinion with
      respect to any transfer by the Borrower or any Subsidiary (other than a Special
      Purpose Receivables Subsidiary)), and (B) the aggregate Receivables Net
      Investment since the Closing Date shall not exceed $100 million at any
      time.

     

    “Permitted
      Refinancing Indebtedness”
shall
      mean any Indebtedness issued in exchange for, or the net proceeds of which
      are
      used to extend, refinance, renew, replace, defease or refund (collectively,
      to
“Refinance”),
      the
      Indebtedness being Refinanced (or previous refinancings thereof constituting
      Permitted Refinancing Indebtedness); provided,
      that
      (a) the principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount (or accreted
      value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued
      interest and premium thereon and underwriting discounts, fees, commissions
      and
      expenses), (b) except with respect to Section 6.01(i), the average life to
      maturity of such Permitted Refinancing Indebtedness is greater than or equal
      to
      the earlier of (i) the weighted average life to maturity of the Indebtedness
      being Refinanced and (ii) 90 days after the Term B Facility Maturity Date,
      (c)
      if the Indebtedness being Refinanced is subordinated in right of payment to
      the
      Obligations under this Agreement, such Permitted Refinancing Indebtedness shall
      be subordinated in right of payment to such Obligations on terms at least as
      favorable to the Lenders as those contained in the documentation governing
      the
      Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall
      have different obligors, or greater guarantees or security, than the
      Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced
      is
      secured by any collateral (whether equally and ratably with, or junior to,
      the
      Secured Parties or otherwise), such Permitted Refinancing Indebtedness may
      be
      secured by such collateral (including in respect of working capital facilities
      of Foreign Subsidiaries otherwise permitted under this Agreement only, any
      collateral pursuant to after-acquired property clauses to the extent any such
      collateral secured the Indebtedness being Refinanced) on terms no less favorable
      to the Secured Parties than those contained in the documentation governing
      the
      Indebtedness being Refinanced; provided further,
      that
      with respect to a Refinancing of

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        
(x)
        the
        Senior Subordinated Notes or other subordinated Indebtedness permitted to
        be
        incurred herein, such Permitted Refinancing Indebtedness shall (i) be
        subordinated to the guarantee by Holdings and the Subsidiary Loan Parties
        of the
        Facilities, and (ii) be otherwise on terms not materially less favorable
        to the
        Lenders than those contained in the documentation governing the Indebtedness
        being refinanced and (y) the Second Lien Notes, (i) the Liens, if any securing
        such Permitted Refinancing Indebtedness shall be subject to an intercreditor
        agreement that is substantially consistent with and no less favorable to
        the
        Lenders in all material respects with the Intercreditor Agreement and (ii)
        such
        Permitted Refinancing Indebtedness shall be otherwise on terms not materially
        less favorable to the Lenders than those contained in the documentation
        governing the Indebtedness being Refinanced.

    

     

    “person”
shall
      mean any natural person, corporation, business trust, joint venture,
      association, company, partnership, limited liability company or government,
      individual or family trusts, or any agency or political subdivision
      thereof.

     

    “Plan”
shall
      mean any employee pension benefit plan, as such term is defined in Section
      3(2)
      of ERISA, (other than a Multiemployer Plan), (i) subject to the provisions
      of
      Title IV of ERISA, (ii) sponsored or maintained (at the time of determination
      or
      at any time within the five years prior thereto) by Holdings, the Borrower
      or
      any ERISA Affiliate, or (iii) in respect of which Holdings, the Borrower, any
      Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
      under Section 4069 of ERISA be deemed to be) an “employer” as defined in
      Section 3(5) of ERISA.

     

    “Platform”
shall
      have the meaning assigned to such term in Section 9.17(b).

     

    “Pledged
      Collateral”
shall
      have the meaning assigned to such term in the Collateral Agreement.

     

    “Pricing
      Grid”
shall
      mean, with respect to the Revolving Facility Loans, the table set forth below:
      

     

    
      	
              Total
                Net First Lien

              Leverage
                Ratio

               

            	
              Applicable
                Margin for 

              ABR
                Loans

               

            	
              Applicable
                Margin for

               Eurocurrency
                Loans

               

            	
              Applicable

              Commitment
                Fee

            
	
              Greater
                than 2.00 to 1.0

               

            	
              1.00%

               

            	
              2.00%

               

            	
              0.50%

            
	
              Less
                than or equal to 2.00 to 1.0, but greater than 1.50 to 1.0

               

            	
              0.75%

               

            	
              1.75%

               

            	
              0.375%

               

            
	
              Less
                than or equal to 1.50 to 1.0

               

            	
              0.50%

               

            	
              1.50%

               

            	
              0.375%

               

            


    

    


    For
      the
      purposes of the Pricing Grid, changes in the Applicable Margin and Applicable
      Commitment Fee resulting from changes in the Total Net First Lien Leverage
      Ratio
      shall become effective on the date (the “Adjustment
      Date”)
      that
      is three Business Days after the date on which 

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    financial
      statements are delivered to the Lenders pursuant to Section 5.04, commencing
      with the delivery of such financial statements for the first full fiscal quarter
      of the Borrower commencing after the Closing Date, and shall remain in effect
      until the next change to be effected pursuant to this paragraph. If any
      financial statements referred to above are not delivered within the time periods
      specified in Section 5.04, then, at the option of the Administrative Agent
      or
      the Required Lenders, until the date that is three Business Days after the
      date
      on which such financial statements are delivered, the pricing level that is
      one
      pricing level higher than the pricing level theretofore in effect shall apply
      as
      of the first Business Day after the date on which such financial statements
      were
      to have been delivered but were not delivered. Each determination of the Total
      Net First Lien Leverage Ratio pursuant to the Pricing Grid shall be made in
      a
      manner consistent with the determination thereof pursuant to Section 6.11.
      

     

    “primary
      obligor”
shall
      have the meaning given such term in the definition of the term
“Guarantee.”

     

    “Pro
      Forma Adjusted EBITDA”
shall
      have the meaning assigned to such term in Section 3.05.

     

    “Pro
      Forma Basis”
shall
      mean, as to any person, for any events as described below that occur subsequent
      to the commencement of a period for which the financial effect of such events
      is
      being calculated, and giving effect to the events for which such calculation
      is
      being made, such calculation as will give pro forma effect to such events as
      if
      such events occurred on the first day of the four consecutive fiscal quarter
      period ended on or before the occurrence of such event (the “Reference
      Period”):
      (i)
      in making any determination of EBITDA, effect shall be given to any Asset Sale,
      any acquisition (or any similar transaction or transactions not otherwise
      permitted under Section 6.04 or 6.05 that require a waiver or consent of the
      Required Lenders and such waiver or consent has been obtained), any dividend,
      distribution or other similar payment, any designation of any Subsidiary as
      an
      Unrestricted Subsidiary and any Subsidiary Redesignation, the Initial Pro Forma
      Adjustment for the first two quarters ending after the Closing Date, and any
      restructurings of the business of the Borrower or any of its Subsidiaries that
      are expected to have a continuing impact and are factually supportable, which
      would include cost savings resulting from head count reduction, closure of
      facilities and similar operational and other cost savings, which adjustments
      the
      Borrower determines are reasonable as set forth in a certificate of a Financial
      Officer of the Borrower (the foregoing, together with any transactions related
      thereto or in connection therewith, the “relevant transactions”), in each case
      that occurred during the Reference Period (or, in the case of determinations
      made pursuant to the definition of the term “Permitted Business Acquisition” or
      pursuant to Sections 2.11(b), 6.01(r), or 6.06(e), occurring during the
      Reference Period or thereafter and through and including the date upon which
      the
      respective Permitted Business Acquisition or incurrence of Indebtedness or
      Liens
      or dividend is consummated), (ii) in making any determination on a Pro Forma
      Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed
      as a result of, or to finance, any relevant transactions and for which the
      financial effect is being calculated, whether incurred under this Agreement
      or
      otherwise, but excluding normal fluctuations in revolving Indebtedness incurred
      for working capital purposes and amounts outstanding under any Permitted
      Receivables Financing, in each case not to finance any acquisition) issued,
      incurred, assumed or permanently repaid during the Reference Period (or, in
      the
      case of determinations made pursuant to the definition of the term “Permitted
      Business Acquisition” or pursuant to Sections 2.11(b), 6.01

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        
(r)
        or
        6.06(e), occurring during the Reference Period or thereafter and through
        and
        including the date upon which the respective Permitted Business Acquisition
        or
        incurrence of Indebtedness or Liens or dividend is consummated) shall be
        deemed
        to have been issued, incurred, assumed or permanently repaid at the beginning
        of
        such period and (y) Interest Expense of such person attributable to interest
        on
        any Indebtedness, for which pro forma effect is being given as provided in
        preceding clause (x), bearing floating interest rates shall be computed on
        a pro
        forma basis as if the rates that would have been in effect during the period
        for
        which pro forma effect is being given had been actually in effect during
        such
        periods and (iii) (A) any Subsidiary Redesignation then being designated,
        effect
        shall be given to such Subsidiary Redesignation and all other Subsidiary
        Redesignations after the first day of the relevant Reference Period and on
        or
        prior to the date of the respective Subsidiary Redesignation then being
        designated, collectively, and (B) any designation of a Subsidiary as an
        Unrestricted Subsidiary, effect shall be given to such designation and all
        other
        designations of Subsidiaries as Unrestricted Subsidiaries after the first
        day of
        the relevant Reference Period and on or prior to the date of the then applicable
        designation of a Subsidiary as an Unrestricted Subsidiary,
        collectively.

    

     

    Calculations
      made pursuant to the definition of the term “Pro Forma Basis” shall be
      determined in good faith by a Responsible Officer of the Borrower and may
      include adjustments to reflect (1) operating expense reductions and other
      operating improvements or synergies reasonably expected to result from such
      relevant transaction, as follows: (x) for purposes of determining the Applicable
      Margin, such adjustments shall reflect demonstrable operating expense reductions
      and other demonstrable operating improvements or synergies that would be
      includable in pro forma
      financial statements prepared in accordance with Regulation S-X under the
      Securities Act; and (y) for purposes of determining compliance with the
      Financial Performance Covenant and achievement of other financial measures
      provided for herein, such adjustments may reflect additional operating expense
      reductions and other additional operating improvements and synergies that would
      not be includable in pro forma
      financial statements prepared in accordance with Regulation S-X but that are
      reasonably anticipated by the Borrower to be realizable in connection with
      such
      relevant transaction (or any similar transaction or transactions made in
      compliance with this Agreement or that require a waiver or consent of the
      Required Lenders), are estimated on a good faith basis by the Borrower, and
      are
      reasonably satisfactory to the Administrative Agent and (2) all adjustments
      of
      the type set forth on Schedule 1.01(e) to the extent such adjustments, without
      duplication, continue to be applicable. The Borrower shall deliver to the
      Administrative Agent a certificate of a Financial Officer of the Borrower
      setting forth such demonstrable or additional operating expense reductions
      and
      other operating improvements or synergies and information and calculations
      supporting them in reasonable detail.

     

    “Pro
      Forma Compliance”
shall
      mean, at any date of determination, that the Borrower and its Subsidiaries
      shall
      be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis
      to the relevant transactions (including the assumption, the issuance, incurrence
      and permanent repayment of Indebtedness), with the Financial Performance
      Covenant recomputed as at the last day of the most recently ended fiscal quarter
      of the Borrower and its Subsidiaries for which the financial statements and
      certificates required pursuant to Section 5.04 have been delivered, and the
      Borrower shall have delivered to the Administrative Agent a certificate of
      a
      Responsible Officer of the Borrower to such effect, together with all relevant
      financial information.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    “Pro
      Forma EBITDA”
shall
      have the meaning assigned to such term in Section 3.05(a).

     

    “Pro
      Forma Financial Statements”
shall
      have the meaning assigned to such term in Section 3.05(a).

     

    “Projections”
shall
      mean the projections of Holdings, the Borrower and the Subsidiaries included
      in
      the Information Memorandum and any other projections and any forward-looking
      statements (including statements with respect to booked business) of such
      entities furnished to the Lenders or the Administrative Agent by or on behalf
      of
      Holdings, the Borrower or any of the Subsidiaries prior to the Closing
      Date.

     

    “Qualified
      CFC Holding Company”
shall
      mean a Wholly Owned Subsidiary of the Borrower that is a Delaware limited
      liability company that is treated as a disregarded entity for U.S. federal
      income tax purposes, that (a)
      is in
      compliance with Section 6.15 and (b) the primary asset of which consists of
      Equity Interests in either (i) a Foreign Subsidiary or(ii) a Delaware limited
      liability company that is in compliance with Section 6.15 and the primary asset
      of which consists of Equity Interests in a Foreign Subsidiary.
      

     

    “Qualified
      Equity Interests”
means
      any Equity Interests other than Disqualified Stock.

     

    “Qualified
      IPO”
shall
      mean an underwritten public offering of the Equity Interests of Holdings (or
      any
      direct or indirect parent of Holdings) which generates cash proceeds of at
      least
      $50.0 million.

     

    “Real
      Property”
means,
      collectively, all right, title and interest (including any leasehold estate)
      in
      and to any and all parcels of or interests in real property owned in fee or
      leased by any Loan Party, together with, in each case, all easements,
      hereditaments and appurtenances relating thereto, all improvements and
      appurtenant fixtures incidental to the ownership or lease thereof.

     

    “Receivables
      Assets”
shall
      mean accounts receivable (including any bills of exchange) and related assets
      and property from time to time originated, acquired or otherwise owned by the
      Borrower or any Subsidiary.

     

    “Receivables
      Net Investment”
shall
      mean the aggregate cash amount paid by the lenders or purchasers under any
      Permitted Receivables Financing in connection with their purchase of, or the
      making of loans secured by, Receivables Assets or interests therein, as the
      same
      may be reduced from time to time by collections with respect to such Receivables
      Assets or otherwise in accordance with the terms of the Permitted Receivables
      Documents (but excluding any such collections used to make payments of items
      included in clause (c) of the definition of Interest Expense); provided,
      however, that if all or any part of such Receivables Net Investment shall have
      been reduced by application of any distribution and thereafter such distribution
      is rescinded or must otherwise be returned for any reason, such Receivables
      Net
      Investment shall be increased by the amount of such distribution, all as though
      such distribution had not been made.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    “Reference
      Period”
shall
      have the meaning assigned to such term in the definition of the term “Pro Forma
      Basis.”

     

    “Refinance”
shall
      have the meaning assigned to such term in the definition of the term “Permitted
      Refinancing Indebtedness,” and “Refinanced”
shall
      have a meaning correlative thereto.

     

    “Refinanced
      Indebtedness”
shall
      mean the Target’s 103⁄4% Senior Subordinated Notes due 2012 and the Second Amended
      and Restated Credit and Guarantee Agreement by and among the Borrower, Holdings,
      and certain Subsidiaries, Goldman Sachs Credit Partners, L.P., JPMorgan Chase
      Bank, Fleet National Bank, the Royal Bank of Scotland and General Electric
      Corporation (as amended or amended and restated from time to time).


     

    “Register”
shall
      have the meaning assigned to such term in Section 9.04(b).

     

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

     

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

     

    “Related
      Fund”
shall
      mean, with respect to any Lender that is a fund that invests in bank or
      commercial loans and similar extensions of credit, any other fund that invests
      in bank or commercial loans and similar extensions of credit and is advised
      or
      managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity
      (or
      an Affiliate of such entity) that administers, advises or manages such
      Lender.

     

    “Related
      Parties”
shall
      mean, with respect to any specified person, such person’s Affiliates and the
      respective directors, trustees, officers, employees, agents and advisors of
      such
      person and such person’s Affiliates.

     

    “Release”
shall
      mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping, disposing, depositing,
      emanating or migrating in, into, onto or through the environment.

     

    “Remaining
      Present Value”
shall
      mean, as of any date with respect to any lease, the present value as of such
      date of the scheduled future lease payments with respect to such lease,
      determined with a discount rate equal to a market rate of interest for such
      lease reasonably determined at the time such lease was entered
      into.

     

    “Reportable
      Event”
shall
      mean any reportable event as defined in Section 4043(c) of ERISA or the
      regulations issued thereunder, other than those events as to which the 30-day
      notice period referred to in Section 4043(c) of ERISA has been waived, with
      respect to a Plan (other than a Plan maintained by an ERISA Affiliate that
      is
      considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
      Section 414 of the Code).

     

    “Required
      Lenders”
shall
      mean, at any time, Lenders having (a) Loans (other than Swingline Loans)
      outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, and (d)
      Available Unused Commitments, that taken together, represent more than 50%
      of


     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        
the
        sum
        of (w) all Loans (other than Swingline Loans) outstanding, (x) Revolving
        L/C
        Exposures, (y) Swingline Exposures, and (z) the total Available Unused
        Commitments at such time. 

    

     

    “Required
      Prepayment Date”
shall
      have the meaning assigned to such term in Section 2.11(f).

     

    “Required
      Percentage”
shall
      mean, with respect to an Excess Cash Flow Period (or Excess Cash Flow Interim
      Period), 50%; provided,
      that
      (a) if the Total Net First Lien Leverage Ratio at the end of the Applicable
      Period (or Excess Cash Flow Interim Period) is greater than 1.50:1.00 but less
      than or equal to 2.00:1.00, such percentage shall be 25%, and (b) if the
      Total Net First Lien Leverage Ratio at the end of the Applicable Period (or
      Excess Cash Flow Interim Period) is less than or equal to 1.50:1.00, such
      percentage shall be 0%. 

     

    “Responsible
      Officer”
of
      any
      person shall mean any executive officer or Financial Officer of such person
      and
      any other officer or similar official thereof responsible for the administration
      of the obligations of such person in respect of this Agreement.

     

    “Retained
      Excess Cash Flow Overfunding”
shall
      mean, at any time, in respect of any Excess Cash Flow Interim Period as to
      which
      the corresponding Excess Cash Flow Period has ended at such time, a portion
      of
      the cumulative Excess Cash Flow for such Excess Cash Flow Interim Period equal
      to the amount, if any, by which the Retained Percentage of Excess Cash Flow
      for
      such Excess Cash Flow Interim Period exceeds the Retained Percentage of Excess
      Cash Flow for such corresponding Excess Cash Flow Period.

     

    “Retained
      Percentage”
shall
      mean, with respect to any Excess Cash Flow Period (or Excess Cash Flow Interim
      Period), (a) 100% minus (b) the Required Percentage with respect to such Excess
      Cash Flow Period (or Excess Cash Flow Interim Period).

     

    “Revaluation
      Date”
means,
      with respect to any Alternate Currency Letter of Credit, each of the following:
      (i) each date of issuance of an Alternate Currency Letter of Credit,
      (ii) each date of an amendment of an Alternate Currency Letter of Credit
      having the effect of increasing the amount thereof, (iii) each date of any
      payment by the Issuing Bank under an Alternate Currency Letter of Credit, and
      (iv) such additional dates as the Administrative Agent or the Issuing Bank
      shall
      determine or the Required Lenders shall require.

     

    “Revolving
      Facility”
shall
      mean the Revolving Facility Commitments (including any Incremental Revolving
      Facility Commitments) and the extensions of credit made hereunder by the
      Revolving Facility Lenders.

     

    “Revolving
      Facility Borrowing”
shall
      mean a Borrowing comprised of Revolving Facility Loans.

     

    “Revolving
      Facility Commitment”
shall
      mean, with respect to each Revolving Facility Lender, the commitment of such
      Revolving Facility Lender to make Revolving Facility Loans pursuant to
      Section 2.01, expressed as an amount representing the maximum aggregate
      permitted amount of such Revolving Facility Lender’s Revolving Facility Credit
      Exposure hereunder, as such commitment may be (a) reduced from time to time
      pursuant to Section 2.08, 

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        
(b)
        reduced or increased from time to time pursuant to assignments by or to such
        Lender under Section 9.04, and (c) increased or provided under Section
        2.21. The initial amount of each Lender’s Revolving Facility Commitment is set
        forth on Schedule
        2.01,
        or in
        the Assignment and Acceptance or Incremental Assumption Agreement pursuant
        to
        which such Lender shall have assumed its Revolving Facility Commitment (or
        Incremental Revolving Facility Commitment), as applicable. The initial aggregate
        amount of the Lenders’ Revolving Facility Commitments prior to any Incremental
        Revolving Facility Commitments) is $200.0 million.

    

     

    “Revolving
      Facility Credit Exposure”
shall
      mean, at any time, the sum of (a) the aggregate principal amount of the
      Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure
      at
      such time and (c) the Revolving L/C Exposure at such time. The Revolving
      Facility Credit Exposure of any Revolving Facility Lender at any time shall
      be
      the product of (x) such Revolving Facility Lender’s Revolving Facility
      Percentage and (y) the aggregate Revolving Facility Credit Exposure of all
      Revolving Facility Lenders, collectively, at such time.

     

    “Revolving
      Facility Lender”
shall
      mean a Lender (including an Incremental Revolving Facility Lender) with a
      Revolving Facility Commitment or with outstanding Revolving Facility
      Loans.

     

    “Revolving
      Facility Loan”
shall
      mean a Loan made by a Revolving Facility Lender pursuant to
      Section 2.01.

     

    “Revolving
      Facility Maturity Date”
shall
      mean September 20, 2012.

     

    “Revolving
      Facility Percentage”
shall
      mean, with respect to any Revolving Facility Lender, the percentage of the
      total
      Revolving Facility Commitments represented by such Lender’s Revolving Facility
      Commitment. If the Revolving Facility Commitments have terminated or expired,
      the Revolving Facility Percentages shall be determined based upon the Revolving
      Facility Commitments most recently in effect, giving effect to any assignments
      pursuant to Section 9.04.

     

    “Revolving
      L/C Exposure”
shall
      mean at any time the sum of (a) the aggregate undrawn amount of all Letters
      of
      Credit outstanding at such time (calculated, in the case of Alternate Currency
      Letters of Credit, based on the Dollar Equivalent thereof), (b) the sum of
      the
      maximum aggregate amount that is, or at any time thereafter may become, payable
      by the Issuing Banks under all then outstanding Bankers’ Acceptances
      (calculated, in the case of Alternate Currency Letters of Credit, based on
      the
      Dollar Equivalent thereof) and (c) the aggregate principal amount of all L/C
      Disbursements that have not yet been reimbursed at such time (calculated, in
      the
      case of Alternate Currency Letters of Credit, based on the Dollar Equivalent
      thereof). The Revolving L/C Exposure of any Revolving Facility Lender at any
      time shall mean its Revolving Facility Percentage of the aggregate Revolving
      L/C
      Exposure at such time. For all purposes of this Agreement, if on any date of
      determination a Letter of Credit has expired by its terms but any amount may
      still be drawn thereunder by reason of the operation of Rule 3.14 of the
      International Standby Practices (ISP98), such Letter of Credit shall be deemed
      to be “outstanding” in the amount so remaining available to be drawn. Unless
      otherwise specified herein, the amount of a Letter of Credit at any time shall
      be deemed to be the

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        
stated
        amount of such Letter of Credit in effect at such time; provided,
        that
        with respect to any Letter of Credit that, by its terms or the terms of any
        document related thereto, provides for one or more automatic increases in
        the
        stated amount thereof, the amount of such Letter of Credit shall be deemed
        to be
        the maximum stated amount of such Letter of Credit after giving effect to
        all
        such increases, whether or not such maximum stated amount is in effect at
        such
        time.

    

     

    “S&P”
shall
      mean Standard & Poor’s Ratings Group, Inc.

     

    “Sale
      and Lease-Back Transaction”
shall
      have the meaning assigned to such term in Section 6.03.

     

    “SEC”
shall
      mean the Securities and Exchange Commission or any successor
      thereto.

     

    “Second
      Lien Fixed Rate Notes”
shall
      mean the Borrower’s 87⁄8% Second Priority Senior Secured Notes due 2014, issued
      pursuant to the Second Lien Notes Indenture and any notes issued by the Borrower
      in exchange for, and as contemplated by, the Second Lien Fixed Rate Notes and
      the related registration rights agreement with substantially identical terms
      as
      the Second Lien Fixed Rate Notes.

     

    “Second
      Lien Floating Rate Notes”
shall
      mean the Borrower’s floating rate Second Priority Senior Secured Notes due 2014,
      issued pursuant to the Second Lien Notes Indenture and any notes issued by
      the
      Borrower in exchange for, and as contemplated by, the Second Lien Floating
      Rate
      Notes and the related registration rights agreement with substantially identical
      terms as the Second Lien Floating Rate Notes.

     

    “Second
      Lien Note Documents”
shall
      mean the Second Lien Notes, the Second Lien Notes Indenture and the Second
      Lien
      Security Documents.

     

    “Second
      Lien Notes”
shall
      mean the collective reference to the Second Lien Fixed Rate Notes and the Second
      Lien Floating Rate Notes. 

     

    “Second
      Lien Notes Indenture”
shall
      mean the Indenture dated as of September
      20,
      2006
      under which the Second Lien Fixed Rate Notes and Second Lien Floating Rate
      Notes
      were issued, among the Borrower and certain of the Subsidiaries party thereto
      and the trustee named therein from time to time, as in effect on the Closing
      Date and as amended, restated, supplemented or otherwise modified from time
      to
      time in accordance with the requirements thereof and of this
      Agreement.

     

    “Second
      Lien Notes Offering Memorandum”
shall
      mean the Offering Memorandum, dated September 15, 2006, in respect of the Second
      Lien Notes.

     

    “Second
      Lien Security Documents”
shall
      mean the “Security Documents” as defined in the Second Lien Notes
      Indenture.

     

    “Secured
      Parties”
shall
      mean the “Secured Parties” as defined in the Collateral Agreement.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Security
      Documents”
shall
      mean the Mortgages, the Collateral Agreement, the Foreign Pledge Agreements
      and
      each of the security agreements and other instruments and documents executed
      and
      delivered pursuant to any of the foregoing or pursuant to
      Section 5.10.

     

    “Senior
      Subordinated Note Documents”
shall
      mean the Senior Subordinated Notes and the Senior Subordinated Notes
      Indenture.

     

    “Senior
      Subordinated Notes”
shall
      mean the Borrower’s 11% Senior Subordinated Notes due 2016, issued pursuant to
      the Senior Subordinated Notes Indenture and any notes issued by the Borrower
      in
      exchange for, and as contemplated by, the Senior Subordinated Notes and the
      related registration rights agreement with substantially identical terms as
      the
      Senior Subordinated Notes.

     

    “Senior
      Subordinated Notes Indenture”
shall
      mean the Indenture dated as of September 20, 2006 under which the Senior
      Subordinated Notes were issued, among the Borrower and certain of the
      Subsidiaries party thereto and the trustee named therein from time to time,
      as
      in effect on the Closing Date and as amended, restated, supplemented or
      otherwise modified from time to time in accordance with the requirements thereof
      and of this Agreement.

     

    “Special
      Purpose Receivables Subsidiary”
shall
      mean a direct or indirect Subsidiary of the Borrower established in connection
      with a Permitted Receivables Financing for the acquisition of Receivables Assets
      or interests therein, and which is organized in a manner intended to reduce
      the
      likelihood that it would be substantively consolidated with Holdings, the
      Borrower or any of the Subsidiaries (other than Special Purpose Receivables
      Subsidiaries) in the event Holdings, the Borrower or any such Subsidiary becomes
      subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency
      law).

     

    “Spot
      Rate”
for
      a
      currency means the rate determined by the Administrative Agent or the Issuing
      Bank, as applicable, to be the rate quoted by the person acting in such capacity
      as the spot rate for the purchase by such person of such currency with another
      currency through its principal foreign exchange trading office at approximately
      11:00 a.m. on the date three Business Days prior to the date as of which the
      foreign exchange computation is made or if such rate cannot be computed as
      of
      such date such other date as the Administrative Agent or the Issuing Bank shall
      reasonably determine is appropriate under the circumstances; provided
      that the
      Administrative Agent or the Issuing Bank may obtain such spot rate from another
      financial institution designated by the Administrative Agent or the Issuing
      Bank
      if the person acting in such capacity does not have as of the date of
      determination a spot buying rate for any such currency. 

     

    “Standby
      Letter of Credit”
shall
      have the meaning provided in Section 2.05(a).

     

    “Statutory
      Reserves”
shall
      mean, with respect to any currency, any reserve, liquid asset or similar
      requirements established by any Governmental Authority of the United States
      of
      America or of the jurisdiction of such currency or any jurisdiction in which
      Loans in

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        
such
        currency are made to which banks in such jurisdiction are subject for any
        category of deposits or liabilities customarily used to fund loans in such
        currency or by reference to which interest rates applicable to Loans in such
        currency are determined.

    

     

    “Subagent”
shall
      have the meaning assigned to such term in Section 8.02.

     

    “Subordinated
      Intercompany Debt”
shall
      have the meaning assigned to such term in Section 6.01(e).

     

    “subsidiary”
shall
      mean, with respect to any person (herein referred to as the “parent”), any
      corporation, partnership, association or other business entity (a) of which
      securities or other ownership interests representing more than 50% of the equity
      or more than 50% of the ordinary voting power or more than 50% of the general
      partnership interests are, at the time any determination is being made, directly
      or indirectly, owned, Controlled or held, or (b) that is, at the time any
      determination is made, otherwise Controlled, by the parent or one or more
      subsidiaries of the parent or by the parent and one or more subsidiaries of
      the
      parent.

     

    “Subsidiary”
shall
      mean, unless the context otherwise requires, a subsidiary of the Borrower.
      Notwithstanding the foregoing (and except for purposes of Sections 3.09, 3.13,
      3.15, 3.16, 5.03, 5.09 and 7.01(k), and the definition of Unrestricted
      Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not
      to
      be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of
      this
      Agreement.

     

    “Subsidiary
      Loan Party”
shall
      mean (a) each Domestic Subsidiary of the Borrower on the Closing Date and (b)
      each Domestic Subsidiary of the Borrower that becomes, or is required to become,
      a party to the Collateral Agreement after the Closing Date. 

     

    “Subsidiary
      Redesignation”
shall
      have the meaning provided in the definition of “Unrestricted Subsidiary”
contained in this Section 1.01.

     

    “Swap
      Agreement”
shall
      mean any agreement with respect to any swap, forward, future or derivative
      transaction or option or similar agreement involving, or settled by reference
      to, one or more rates, currencies, commodities (including, for the avoidance
      of
      doubt, resin), equity or debt instruments or securities, or economic, financial
      or pricing indices or measures of economic, financial or pricing risk or value
      or any similar transaction or any combination of these transactions;
provided,
      that no
      phantom stock or similar plan providing for payments only on account of services
      provided by current or former directors, officers, employees or consultants
      of
      Holdings, the Borrower or any of the Subsidiaries shall be a Swap
      Agreement.

     

    “Swingline
      Borrowing”
shall
      mean a Borrowing comprised of Swingline Loans.

     

    “Swingline
      Borrowing Request”
shall
      mean a request by a Borrower substantially in the form of Exhibit C-2.

     

    “Swingline
      Commitment”
shall
      mean, with respect to each Swingline Lender, the commitment of such Swingline
      Lender to make Swingline Loans pursuant to Section 2.04. The aggregate
      amount of the Swingline Commitments on the Closing Date is $20.0
      million.

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    “Swingline
      Exposure”
shall
      mean at any time the aggregate principal amount of all outstanding Swingline
      Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender
      at any time shall mean its Revolving Facility Percentage of the aggregate
      Swingline Exposure at such time.

     

    “Swingline
      Lender”
shall
      mean Credit Suisse, Cayman Islands Branch in its capacity as a lender of
      Swingline Loans.

     

    “Swingline
      Loans”
shall
      mean the swingline loans made to the Borrower pursuant to
      Section 2.04.

     

    “Syndication
      Agent”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Target”
shall
      have the meaning assigned to such term in the first recital hereto.

     

    “Taxes”
shall
      mean any and all present or future taxes, levies, imposts, duties (including
      stamp duties), deductions, withholdings or similar charges (including
ad valorem
      charges)
      imposed by any Governmental Authority and any and all interest and penalties
      related thereto.

     

    “Term
      B
      Borrowing”
shall
      mean a Borrowing comprised of Term B Loans.

     

    “Term
      B
      Facility”
shall
      mean the Term B Loan Commitments and the Term B Loans made
      hereunder.

     

    “Term
      B
      Facility Maturity Date”
shall
      mean September 20, 2013.

     

    “Term
      B
      Loan Commitment”
shall
      mean with respect to each Lender, the commitment of such Lender to make Term
      B
      Loans as set forth in Section 2.01(a) or Incremental Term Loans in the form
      of Term B Loans as set forth in Section 2.01(c). The initial amount of each
      Lender’s Term B Loan Commitment is set forth on Schedule
      2.01,
      or in
      the Assignment and Acceptance or Incremental Assumption Agreement pursuant
      to
      which such Lender shall have assumed its Term B Loan Commitment (or its
      Incremental Term Commitment), as applicable. The aggregate amount of the Term
      B
      Loan Commitments on the Closing Date is $675.0 million.

     

    “Term
      B
      Loan Installment Date”
shall
      have the meaning assigned to such term in Section 2.10(a)(i).

     

    “Term
      B
      Loans”
shall
      mean the term loans made by the Lenders to the Borrower pursuant to
      Section 2.01(a) and any Incremental Term Loans in the form of Term B Loans
      made by the Incremental Term Lenders to the Borrower pursuant to
      Section 2.01(c).

     

    “Term
      Borrowing”
shall
      mean any Term B Borrowing or any Incremental Term Borrowing.

     

    “Term
      Facility”
shall
      mean the Term Facility and/or any or all of the Incremental Term
      Facilities.

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

    “Term
      Facility Maturity Date”
shall
      mean the latest of the Term B Facility Maturity Date and any Incremental Term
      Facility Maturity Date.

     

    “Term
      Loan Commitment”
shall
      mean any Term B Loan Commitment or any Incremental Term Commitment.

     

    “Term
      Loan Installment Date”
shall
      mean any Term B Loan Installment Date or any Incremental Term Loan Installment
      Date.

     

    “Term
      Loans”
shall
      mean the Term B Loans and/or the Incremental Term Loans.

     

    “Test
      Period”
shall
      mean, on any date of determination, the period of four consecutive fiscal
      quarters of the Borrower then most recently ended (taken as one accounting
      period).

     

    “Total
      Net First Lien Leverage Ratio”
means,
      on any date, the ratio of (a) First Lien Debt as of such date to (b) EBITDA
      for
      the period of four consecutive fiscal quarters of the Borrower most recently
      ended as of such date, all determined on a consolidated basis in accordance
      with
      GAAP; provided,
      that
      EBITDA shall be determined for the relevant Test Period on a Pro Forma
      Basis.

     

    “Trade
      Letter of Credit”
shall
      have the meaning provided in Section 2.05(a).

     

    “Transaction
      Documents”
shall
      mean the Acquisition Documents, the Second Lien Note Documents, the Senior
      Subordinated Note Documents and the Loan Documents.

     

    “Transaction
      Expenses”
means
      any fees or expenses incurred or paid by the Funds, Holdings, the Borrower
      (or
      any direct or indirect parent of the Borrower) or any of its Subsidiaries in
      connection with the Transactions, this Agreement and the other Loan Documents
      (including expenses in connection with Swap Agreements) and the transactions
      contemplated hereby and thereby.

     

    “Transactions”
shall
      mean, collectively, the transactions to occur pursuant to the Transaction
      Documents, including (a) the consummation of the Acquisition; (b) the execution
      and delivery of the Loan Documents, the creation of the Liens pursuant to the
      Security Documents, and the initial borrowings hereunder; (c) the Equity
      Financing; (d) the sale and issuance of the Second Lien Notes and the Senior
      Subordinated Notes and the creation of the Liens pursuant to the Second Lien
      Security Documents; (e) the refinancing (or discharge) of the Refinanced
      Indebtedness; and (f) the payment of all fees and expenses to be paid on or
      prior to the Closing Date and owing in connection with the
      foregoing.

     

    “Type”
shall
      mean, when used in respect of any Loan or Borrowing, the Rate by reference
      to
      which interest on such Loan or on the Loans comprising such Borrowing is
      determined. For purposes hereof, the term “Rate”
shall
      include the Adjusted LIBO Rate and the ABR.

     

    “Unfunded
      Pension Liability”
means
      the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
      over the

     

    
      
        
        

      

      
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current
        value of that Plan’s assets, determined in accordance with the assumptions used
        for funding the Plan pursuant to Section 412 of the Code for the applicable
        plan
        year.

    

     

    “Uniform
      Commercial Code”
means
      the Uniform Commercial Code as the same may from time to time be in effect
      in
      the State of New York or the Uniform Commercial Code (or similar code or
      statute) of another jurisdiction, to the extent it may be required to apply
      to
      any item or items of Collateral.

     

    “Unrestricted
      Cash”
shall
      mean domestic cash or cash equivalents of the Borrower or any of its
      Subsidiaries that would not appear as “restricted” on a consolidated balance
      sheet of the Borrower or any of its Subsidiaries.

     

    “Unrestricted
      Subsidiary”
shall
      mean (i) any subsidiary of the Borrower identified on Schedule 1.01(f) and
      (ii)
      any subsidiary of the Borrower that is acquired or created after the Closing
      Date and designated by the Borrower as an Unrestricted Subsidiary hereunder
      by
      written notice to the Administrative Agent; provided,
      that
      the Borrower shall only be permitted to so designate a new Unrestricted
      Subsidiary after the Closing Date and so long as (a) no Default or Event of
      Default has occurred and is continuing or would result therefrom, (b)
      immediately after giving effect to such designation (as well as all other such
      designations theretofore consummated after the first day of such Reference
      Period), the Borrower shall be in Pro Forma Compliance,
      (c)
      such
      Unrestricted Subsidiary shall be capitalized (to the extent capitalized by
      the
      Borrower or any of its Subsidiaries) through Investments as permitted by, and
      in
      compliance with, Section 6.04(j), and any prior or concurrent Investments
      in such Subsidiary by the Borrower or any of its Subsidiaries shall be deemed
      to
      have been made under Section 6.04(j), (d) without duplication of clause
      (c), any assets owned by such Unrestricted Subsidiary at the time of the initial
      designation thereof shall be treated as Investments pursuant to
      Section 6.04(j),
      and (e)
      such Subsidiary shall have been designated an “unrestricted subsidiary” (or
      otherwise not be subject to the covenants and defaults) under the Second Lien
      Notes Indenture, the Senior Subordinated Notes Indenture, any other Indebtedness
      permitted to be incurred herein and all Permitted Refinancing Indebtedness
      in
      respect of any of the foregoing and all Disqualified Stock;
      provided,
      further,
      that at
      the time of the initial Investment by the Borrower or any of its Subsidiaries
      in
      such Subsidiary, the Borrower shall designate such entity as an Unrestricted
      Subsidiary in a written notice to the Administrative Agent. The Borrower may
      designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this
      Agreement (each, a “Subsidiary
      Redesignation”);
      provided,
      that
      (i) such Unrestricted Subsidiary, both before and after giving effect to such
      designation, shall be a Wholly Owned Subsidiary of the Borrower, (ii) no Default
      or Event of Default has occurred and is continuing or would result therefrom,
      (iii) immediately after giving effect to such Subsidiary Redesignation (as
      well
      as all other Subsidiary Redesignations theretofore consummated after the first
      day of such Reference Period), the Borrower shall be in Pro Forma Compliance,
      (iii) all representations and warranties contained herein and in the other
      Loan
      Documents shall be true and correct in all material respects with the same
      effect as though such representations and warranties had been made on and as
      of
      the date of such Subsidiary Redesignation (both before and after giving effect
      thereto), unless stated to relate to a specific earlier date, in which case
      such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date, and (iv) the Borrower shall have delivered
      to
      the Administrative Agent an officer’s certificate executed by a Responsible
      Officer of the Borrower, certifying to the best of such officer’s knowledge,
      compliance with the requirements of

     

    
      
        
        

      

      
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preceding
        clauses (i) through (iii), inclusive, and containing the calculations and
        information required by the preceding clause (ii).

    

     

    “U.S.
      Bankruptcy Code”
shall
      mean Title 11 of the United States Code, as amended, or any similar federal
      or
      state law for the relief of debtors.

     

    “Waivable
      Mandatory Prepayment”
shall
      have the meaning assigned to such term in Section 2.11(f).

     

    “Wholly
      Owned Subsidiary”
of
      any
      person shall mean a subsidiary of such person, all of the Equity Interests
      of
      which (other than directors’ qualifying shares or nominee or other similar
      shares required pursuant to applicable law) are owned by such person or another
      Wholly Owned Subsidiary of such person.

     

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

     

    “Working
      Capital”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      at any date of determination, Current Assets at such date of determination
      minus
      Current
      Liabilities at such date of determination; provided,
      that,
      for purposes of calculating Excess Cash Flow, increases or decreases in Working
      Capital shall be calculated without regard to any changes in Current Assets
      or
      Current Liabilities as a result of (a) any reclassification in accordance with
      GAAP of assets or liabilities, as applicable, between current and noncurrent
      or
      (b) the effects of purchase accounting.

     

    SECTION
      1.02. Terms
      Generally.
      The
      definitions set forth or referred to in Section 1.01 shall apply equally to
      both 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.” All references herein to
      Articles, Sections, Exhibits and Schedules shall be deemed references to
      Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
      the context shall otherwise require. Except as otherwise expressly provided
      herein, any reference in this Agreement to any Loan Document shall mean such
      document as amended, restated, supplemented or otherwise modified from time
      to
      time in accordance with the requirements hereof and thereof. Except as otherwise
      expressly provided herein, all terms of an accounting or financial nature shall
      be construed in accordance with GAAP, as in effect from time to time;
provided,
      that,
      if the Borrower notifies the Administrative Agent that the Borrower requests
      an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the Closing Date in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the
      Borrower that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith.

     

    
      
        
        

      

      
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    SECTION
      1.03. Effectuation
      of Transactions.
      Each of
      the representations and warranties of Holdings and the Borrower contained in
      this Agreement (and all corresponding definitions) are made after giving effect
      to the Transactions, unless the context otherwise requires.

     

    SECTION
      1.04. Exchange
      Rates; Currency Equivalents.  
      i)
      The
      Administrative Agent shall determine the Spot Rate as of each Revaluation Date
      to be used for calculating Dollar Equivalent amounts of Alternate Currency
      Letters of Credit. Such Spot Rate shall become effective as of such Revaluation
      Date and shall be the Spot Rate employed in converting any amounts between
      the
      Dollars and each Alternate Currency until the next Revaluation Date to occur.
      Except for purposes of financial statements delivered by Loan Parties hereunder
      or calculating financial covenants hereunder or except as otherwise provided
      herein, the applicable amount of any currency (other than Dollars) for purposes
      of the Loan Documents shall be such Dollar Equivalent amount as so determined
      by
      the Administrative Agent. No Default or Event of Default shall arise as a result
      of any limitation or threshold set forth in U.S. Dollars in Article VI or
      paragraph (f) or (j) of Section 7.01 being exceeded solely as a result of
      changes in currency exchange rates from those rates applicable on the first
      day
      of the fiscal quarter in which such determination occurs or in respect of which
      such determination is being made.

     

    (b) Wherever
      in this Agreement in connection with an Alternate Currency Letter of Credit,
      an
      amount, such as a required minimum or multiple amount, is expressed in Dollars,
      such amount shall be the Dollar Equivalent of such Dollar amount (rounded to
      the
      nearest unit of such Alternate Currency, with 0.5 of a unit being rounded
      upward), as determined by the Administrative Agent.

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01. Commitments.
      Subject
      to the terms and conditions set forth herein: 

     

    (a) each
      Lender having a Term B Loan Commitment agrees to make Term B Loans to the
      Borrower on the Closing Date in a principal amount not to exceed its Term B
      Loan
      Commitment; 

     

    (b) each
      Revolving Facility Lender agrees to make Revolving Facility Loans to the
      Borrower from time to time during the Availability Period in an aggregate
      principal amount that will not result in (i) such Lender’s Revolving Facility
      Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii)
      the Revolving Facility Credit Exposure exceeding the total Revolving Facility
      Commitments; provided,
      that
      the aggregate principal amount of Revolving Facility Loans made on the Closing
      Date shall not exceed $30.0 million. Within the foregoing limits and subject
      to
      the terms and conditions set forth herein, the Borrower may borrow, prepay
      and
      reborrow Revolving Facility Loans; and

     

    
      
        
        

      

      
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    (c) each
      Lender having an Incremental Term Loan Commitment agrees, subject to the terms
      and conditions set forth in the applicable Incremental Assumption Agreement,
      to
      make Incremental Term Loans to the Borrower, in an aggregate principal amount
      not to exceed its Incremental Term Loan Commitment. 

     

    (d) Amounts
      borrowed under Section 2.01(a) or 2.01(c) and repaid or prepaid may not be
      reborrowed.

     

    SECTION
      2.02. Loans
      and Borrowings.
      ii)
      Each
      Loan shall be made as part of a Borrowing consisting of Loans under the same
      Facility and of the same Type made by the Lenders ratably in accordance with
      their respective Commitments under the applicable Facility (or, in the case
      of
      Swingline Loans, in accordance with their respective Swingline Commitments);
      provided,
      however,
      that
      Revolving Facility Loans shall be made by the Revolving Facility Lenders ratably
      in accordance with their respective Revolving Facility Percentages on the date
      such Loans are made hereunder. The failure of any Lender to make any Loan
      required to be made by it shall not relieve any other Lender of its obligations
      hereunder; provided,
      that
      the Commitments of the Lenders are several and no Lender shall be responsible
      for any other Lender’s failure to make Loans as required.

     

    (b) Subject
      to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be
      comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may
      request in accordance herewith. Each Swingline Borrowing shall be an ABR
      Borrowing. Each Lender at its option may make any ABR Loan or Eurocurrency
      Loan
      by causing any domestic or foreign branch or Affiliate of such Lender to make
      such Loan; provided,
      that
      any exercise of such option shall not affect the obligation of the Borrower
      to
      repay such Loan in accordance with the terms of this Agreement and such Lender
      shall not be entitled to any amounts payable under Section 2.15 or 2.17
      solely in respect of increased costs resulting from such exercise and existing
      at the time of such exercise.

     

    (c) At
      the
      commencement of each Interest Period for any Eurocurrency Revolving Facility
      Borrowing, such Borrowing shall be in an aggregate amount that is an integral
      multiple of the Borrowing Multiple and not less than the Borrowing Minimum.
      At
      the time that each ABR Revolving Facility Borrowing is made, such Borrowing
      shall be in an aggregate amount that is an integral multiple of the Borrowing
      Multiple and not less than the Borrowing Minimum; provided,
      that an
      ABR Revolving Facility Borrowing may be in an aggregate amount that is equal
      to
      the entire unused balance of the Revolving Facility Commitments or that is
      required to finance the reimbursement of an L/C Disbursement as contemplated
      by
      Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an
      integral multiple of the Borrowing Multiple and not less than the Borrowing
      Minimum. Borrowings of more than one Type and under more than one Facility
      may
      be outstanding at the same time; provided,
      that
      there shall not at any time be more than a total of (i) 5 Eurocurrency
      Borrowings outstanding under the Term Facility and (ii) 10 Eurocurrency
      Borrowings outstanding under the Revolving Facility.

     

    (d) Notwithstanding
      any other provision of this Agreement, the Borrower shall not be entitled to
      request, or to elect to

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        
convert
        or continue, any Borrowing if the Interest Period requested with respect
        thereto
        would end after the Revolving Facility Maturity Date or the applicable Term
        Facility Maturity Date, as applicable.

    

     

    SECTION
      2.03. Requests
      for Borrowings.
      To
      request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower
      shall notify the Administrative Agent of such request by telephone (a) in the
      case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three
      Business Days before the date of the proposed Borrowing or (b) in the case
      of an
      ABR Borrowing, not later than 12:00 noon, Local Time, one Business Day before
      the date of the proposed Borrowing; provided,
      that
      any such notice of an ABR Revolving Facility Borrowing to finance the
      reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may
      be given not later than 10:00 a.m., Local Time, on the date of the proposed
      Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
      shall
      be confirmed promptly by hand delivery or telecopy to the Administrative Agent
      of a written Borrowing Request in a form approved by the Administrative Agent
      and signed by the Borrower. Each such telephonic and written Borrowing Request
      shall specify the following information in compliance with
      Section 2.02:

     

    (i) Whether
      such Borrowing is to be a Borrowing of Revolving Facility Loans, Other Revolving
      Loans, Term B Loans or Other Term Loans;

     

    (ii) the
      aggregate amount of the requested Borrowing;

     

    (iii) the
      date
      of such Borrowing, which shall be a Business Day;

     

    (iv) whether
      such Borrowing is to be an ABR Borrowing or a Eurocurrency
      Borrowing;

     

    (v) in
      the
      case of a Eurocurrency Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the term
      “Interest Period”; and

     

    (vi) the
      location and number of the Borrower’s account to which funds are to be
      disbursed.

     

    If
      no
      election as to the Type of Revolving Facility Borrowing is specified, then
      the
      requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest
      Period is specified with respect to any requested Eurocurrency Borrowing, then
      the 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
      2.04. Swingline
      Loans.
      iii)
      Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to the Borrower from time to time during the Availability
      Period, in an aggregate principal amount at any time outstanding that will
      not
      result in (i) the aggregate principal amount of outstanding Swingline Loans
      exceeding the Swingline Commitment or (ii) the Revolving Facility Credit
      Exposure exceeding the total Revolving Facility Commitments; provided,
      that
      the Swingline Lender shall not

     

    
      
        
        

      

      
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be
        required to make a Swingline Loan to refinance an outstanding Swingline
        Borrowing. Within the foregoing limits and subject to the terms and conditions
        set forth herein, the Borrower may borrow, prepay and reborrow Swingline
        Loans.

    

     

    (b) To
      request a Swingline Borrowing, the Borrower shall notify the Administrative
      Agent and the Swingline Lender of such request by telephone (confirmed by a
      Swingline Borrowing Request by telecopy), not later than 1:00 p.m., Local Time,
      on the day of a proposed Swingline Borrowing. Each such notice and Swingline
      Borrowing Request shall be irrevocable and shall specify (i) the requested
      date
      (which shall be a Business Day) and (ii) the amount of the requested Swingline
      Borrowing. The Swingline Lender shall consult with the Administrative Agent
      as
      to whether the making of the Swingline Loan is in accordance with the terms
      of
      this Agreement prior to the Swingline Lender funding such Swingline Loan. The
      Swingline Lender shall make each Swingline Loan in accordance with
      Section 2.02(a) on the proposed date thereof by wire transfer of
      immediately available funds by 3:00 p.m., Local Time, to the account of the
      Borrower (or, in the case of a Swingline Borrowing made to finance the
      reimbursement of an L/C Disbursement as provided in Section 2.05(e), by
      remittance to the applicable Issuing Bank).

     

    (c) The
      Swingline Lender may by written notice given to the Administrative Agent not
      later than 10:00 a.m., Local Time, on any Business Day require the Revolving
      Facility Lenders to acquire participations on such Business Day in all or a
      portion of the outstanding Swingline Loans made by it. Such notice shall specify
      the aggregate amount of such Swingline Loans in which the Revolving Facility
      Lenders will participate. Promptly upon receipt of such notice, the
      Administrative Agent will give notice thereof to each such Revolving Facility
      Lender, specifying in such notice such Revolving Facility Lender’s Revolving
      Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility
      Lender hereby absolutely and unconditionally agrees, promptly upon receipt
      of
      notice as provided above, to pay to the Administrative Agent for the account
      of
      the Swingline Lender, such Revolving Facility Lender’s Revolving Facility
      Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender
      acknowledges and agrees that its respective obligation to acquire participations
      in Swingline Loans pursuant to this paragraph is absolute and unconditional
      and
      shall not be affected by any circumstance whatsoever, including the occurrence
      and continuance of a Default or reduction or termination of the Commitments,
      and
      that each such payment shall be made without any offset, abatement, withholding
      or reduction whatsoever. Each Revolving Facility Lender shall comply with its
      obligation under this paragraph by wire transfer of immediately available funds,
      in the same manner as provided in Section 2.06 with respect to Loans made
      by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis
      mutandis, to the payment obligations of the Lenders), and the Administrative
      Agent shall promptly pay to the Swingline Lender the amounts so received by
      it
      from the Revolving Facility Lenders. The Administrative Agent shall notify
      the
      Borrower of any participations in any Swingline Loan acquired pursuant to this
      paragraph (c), and thereafter payments in respect of such Swingline Loan
      shall be made to the Administrative Agent and not to the Swingline Lender.
      Any
      amounts received by the Swingline Lender from the Borrower (or other party
      on
      behalf of the Borrower) in respect of a Swingline Loan after receipt by the
      Swingline Lender of the proceeds of a sale of participations therein shall
      be
      promptly remitted to the Administrative Agent; any such amounts received by
      the
      Administrative Agent shall be promptly remitted by the Administrative Agent
      to
      the Revolving Facility Lenders that shall have made their payments pursuant
      to
      this paragraph and to the Swingline Lender, as their interests

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        
 may
        appear; provided,
        that
        any such payment so remitted shall be repaid to the Swingline Lender or to
        the
        Administrative Agent, as applicable, if and to the extent such payment is
        required to be refunded to the Borrower for any reason. The purchase of
        participations in a Swingline Loan pursuant to this paragraph shall not relieve
        the Borrower of any default in the payment thereof.

    

     

    SECTION
      2.05. Letters
      of Credit.
      iv) General.
      Subject
      to the terms and conditions set forth herein, the Borrower may request the
      issuance of (x) trade letters of credit and bank guarantees in support of trade
      obligations of the Borrower and its Subsidiaries incurred in the ordinary course
      of business (such letters of credit and bank guarantees issued for such
      purposes, “Trade
      Letters of Credit”)
      and
      (y) standby letters of credit and bank guarantees issued for any other lawful
      purposes of the Borrower and its Subsidiaries (such letters of credit and bank
      guarantees issued for such purposes, “Standby
      Letters of Credit”)
      for
      its own account in a form reasonably acceptable to the applicable Issuing Bank,
      at any time and from time to time during the Availability Period and prior
      to
      the date that is five Business Days prior to the Revolving Facility Maturity
      Date. In the event of any inconsistency between the terms and conditions of
      this
      Agreement and the terms and conditions of any form of letter of credit or bank
      guarantee application or other agreement (including any Acceptance Documents)
      submitted by the Borrower to, or entered into by the Borrower with, an Issuing
      Bank relating to any Letter of Credit, the terms and conditions of this
      Agreement shall control. Unless
      otherwise expressly agreed by the Issuing Bank and the Borrower, when a Letter
      of Credit is issued (including any such agreement applicable to an Existing
      Letter of Credit), (i) the rules of the International Standby Practices shall
      apply to each Standby Letter of Credit, and (ii) the rules of the Uniform
      Customs and Practice for Documentary Credits, as most recently published by
      the
      International Chamber of Commerce at the time of issuance, shall apply to each
      commercial Letter of Credit.“Letters
      of Credit” shall include Trade Letters of Credit and Standby Letters of
      Credit.

     

    (b) Notice
      of Issuance, Amendment, Renewal, Extension: Certain Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal (other
      than an automatic extension in accordance with paragraph (c) of this Section)
      or
      extension of an outstanding Letter of Credit), the Borrower shall hand deliver
      or telecopy (or transmit by electronic communication, if arrangements for doing
      so have been approved by the applicable Issuing Bank) to the applicable Issuing
      Bank and the Administrative Agent (three Business Days in advance of the
      requested date of issuance, amendment or extension or such shorter period as
      the
      Administrative Agent and the Issuing Bank in their sole discretion may agree)
      a
      notice requesting the issuance of a Letter of Credit, or identifying the Letter
      of Credit to be amended or extended, and specifying the date of issuance,
      amendment or extension (which shall be a Business Day), the date on which such
      Letter of Credit (and, in the case of an Acceptance Credit, all Bankers’
Acceptances created thereunder is) to expire (which shall comply with
      paragraph (c) of this Section), the amount and currency (which may be
      Dollars or an Alternate Currency) of such Letter of Credit, the name and address
      of the beneficiary thereof, whether such letter of credit or bank guarantee
      constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such
      other information as shall be necessary to issue, amend or extend such Letter
      of
      Credit (including whether such Letter of Credit is an Acceptance Credit). If
      requested by the applicable Issuing Bank, the Borrower also shall submit a
      letter of credit or bank guarantee application on such Issuing Bank’s standard
      form in connection with any request for a Letter of Credit. A Letter of Credit
      shall be issued, amended or extended only if (and upon issuance, amendment
      or
      extension of each Letter of Credit the Borrower shall be deemed to

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        
represent
        and warrant that), after giving effect to such issuance, amendment or extension
        (i) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit,
        (ii) the Revolving Facility Credit Exposure shall not exceed the total Revolving
        Facility Commitments, (iii) all conditions precedent in Section 4.01 have
        been
        satisfied (or waived by the Revolving Facility Lenders with Revolving Facility
        Credit Exposure representing greater than 50% of the total Revolving Facility
        Credit Exposure) and (iv) in the case of any Acceptance Credit, the creation
        of
        any related Bankers’ Acceptances would not cause the applicable Issuing Bank to
        exceed the maximum amount of outstanding bankers’ acceptances permitted by
        applicable law).

    

     

    (c) Expiration
      Date.
      Each
      Standby Letter of Credit shall expire (and in the case of an Acceptance Credit,
      shall provide that all Bankers’ Acceptances created thereunder (which shall in
      no event have a maturity of less than 30 or more than 120 days after creation
      thereof) shall expire) at or prior to the close of business on the earlier
      of
      (i) the date one year (unless otherwise agreed upon by the Administrative Agent
      and the Issuing Bank in their sole discretion) after the date of the issuance
      of
      such Standby Letter of Credit (or, in the case of any extension thereof, one
      year (unless otherwise agreed upon by the Administrative Agent and the Issuing
      Bank in their sole discretion) after such renewal or extension) and (ii) the
      date that is five Business Days prior to the Revolving Facility Maturity Date;
      provided,
      that
      any Standby Letter of Credit with one year tenor may provide for automatic
      extension thereof for additional one year periods (which, in no event, shall
      extend beyond the date referred to in clause (ii) of this paragraph (c)) so
      long
      as such Standby Letter of Credit permits the Issuing Bank to prevent any such
      extension at least once in each twelve-month period (commencing with the date
      of
      issuance of such Standby Letter of Credit) by giving prior notice to the
      beneficiary thereof not later than five days in each such twelve-month period
      to
      be agreed upon at the time such Standby Letter of Credit is issued; provided,
      further,
      that if
      the Issuing Bank and the Administrative Agent each consent in their sole
      discretion, the expiration date on any Standby Letter of Credit (or, in the
      case
      of an Acceptance Credit, any Bankers’ Acceptances thereunder) may extend beyond
      the date referred to in clause (ii) above, provided,
      that if
      any such Standby Letter of Credit is outstanding or the expiration date is
      extended to a date after the date that is 30 days prior to the Revolving
      Facility Maturity Date the Borrower shall, upon the later to occur of (x) the
      date such Standby Letter of Credit is issued or (y) the date the expiration
      date
      of such Standby Letter of Credit is so extended, provide cash collateral
      pursuant to documentation reasonably satisfactory to the Administrative Agent
      and the relevant Issuing Bank in an amount equal to 105% of the face amount
      of
      each such Standby Letter of Credit on or prior to the date that is 30 days
      prior
      to the Revolving Facility Maturity Date or, if later, such date of issuance.
      Each Trade Letter of Credit shall expire not later than (x) 180 days after
      such
      Trade Letter of Credit’s date of issuance, or (y) the date five Business Days
      prior to the Revolving Facility Maturity Date.

     

    (d) Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) (or the creation of a Bankers’ Acceptance in respect of an
      Acceptance Credit,) and without any further action on the part of the applicable
      Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants
      to each Revolving Facility Lender, and each Revolving Facility Lender hereby
      acquires from such Issuing Bank, a participation in such Letter of Credit or
      Bankers’ Acceptance equal to such Revolving Facility Lender’s Revolving Facility
      Percentage of the aggregate amount available to be drawn under such Letter
      of
      Credit (or the aggregate amount of such Bankers’ Acceptance) (calculated, in the
      case of Alternate Currency Letters of Credit, based on the Dollar

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        
Equivalent
        thereof). In consideration and in furtherance of the foregoing, each Revolving
        Facility Lender hereby absolutely and unconditionally agrees to pay to the
        Administrative Agent, for the account of the applicable Issuing Bank, in
        Dollars, such Revolving Facility Lender’s Revolving Facility Percentage of each
        L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower
        on
        the date due as provided in paragraph (e) of this Section, or of any
        reimbursement payment required to be refunded to the Borrower for any reason
        (calculated, in the case of any Alternate Currency Letter of Credit, based
        on
        the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges
        and
        agrees that its obligation to acquire participations pursuant to this paragraph
        in respect of Letters of Credit is absolute and unconditional and shall not
        be
        affected by any circumstance whatsoever, including any amendment, renewal
        or
        extension of any Letter of Credit or the occurrence and continuance of a
        Default
        or reduction or termination of the Commitments, and that each such payment
        shall
        be made without any offset, abatement, withholding or reduction
        whatsoever.

    

     

    (e) Reimbursement.
      If the
      applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter
      of Credit (or Bankers’ Acceptance), the Borrower shall reimburse such L/C
      Disbursement by paying to the Administrative Agent an amount in Dollars equal
      to
      such L/C Disbursement (or, in the case of a Alternate Currency Letter of Credit,
      the Dollar Equivalent thereof) not later than 2:00 p.m., Local Time, on the
      next
      Business Day after the Borrower receives notice under paragraph (g) of this
      Section of such L/C Disbursement, together with accrued interest thereon
      from the date of such L/C Disbursement at the rate applicable to ABR Loans;
      provided,
      that
      the Borrower may, subject to the conditions to borrowing set forth herein,
      request in accordance with Section 2.03 or 2.04 that such payment be
      financed with an ABR Revolving Facility Borrowing or a Swingline Borrowing,
      as
      applicable, in an equivalent amount and, to the extent so financed, the
      Borrower’s obligation to make such payment shall be discharged and replaced by
      the resulting ABR Revolving Facility Borrowing or Swingline Borrowing. If the
      Borrower fails to reimburse any L/C Disbursement when due, then the
      Administrative Agent shall promptly notify the applicable Issuing Bank and
      each
      other Revolving Facility Lender of the applicable L/C Disbursement, the payment
      then due from the Borrower in respect thereof and, in the case of a Revolving
      Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly
      following receipt of such notice, each Revolving Facility Lender shall pay
      to
      the Administrative Agent in Dollars its Revolving Facility Percentage of the
      payment then due from the Borrower in the same manner as provided in
      Section 2.06 with respect to Loans made by such Lender (and
      Section 2.06 shall apply, mutatis mutandis,
      to the
      payment obligations of the Revolving Facility Lenders), and the Administrative
      Agent shall promptly pay to the applicable Issuing Bank the amounts so received
      by it from the Revolving Facility Lenders. Promptly following receipt by the
      Administrative Agent of any payment from the Borrower pursuant to this
      paragraph, the Administrative Agent shall distribute such payment to the
      applicable Issuing Bank or, to the extent that Revolving Facility Lenders have
      made payments pursuant to this paragraph to reimburse such Issuing Bank, then
      to
      such Lenders and such Issuing Bank as their interests may appear. Any payment
      made by a Revolving Facility Lender pursuant to this paragraph to reimburse
      an
      Issuing Bank for any L/C Disbursement (other than the funding of an ABR
      Revolving Loan or a Swingline Borrowing as contemplated above) shall not
      constitute a Loan and shall not relieve the Borrower of its obligation to
      reimburse such L/C Disbursement.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

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

     

    (g) Disbursement
      Procedures.
      The
      applicable Issuing Bank shall, promptly following its receipt thereof, examine
      all documents purporting to represent a demand for payment (or creation of
      a
      Bankers’ Acceptance under a Letter of Credit or any presentation for payment of
      a Bankers’ Acceptance. Such Issuing Bank shall promptly notify the
      Administrative Agent and the Borrower by telephone (confirmed by telecopy)
      of
      any such demand for payment or Bankers’ Acceptance) and whether such Issuing
      Bank has made or will make a L/C Disbursement thereunder; provided,
      that
      any failure to give or delay in giving such notice shall not relieve the
      Borrower of its obligation

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        
to
        reimburse such Issuing Bank and the Revolving Facility Lenders with respect
        to
        any such L/C Disbursement.

    

     

    (h) Interim
      Interest.
      If an
      Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall
      reimburse such L/C Disbursement in full on the date such L/C Disbursement is
      made, the unpaid amount thereof shall bear interest, for each day from and
      including the date such L/C Disbursement is made to but excluding the date
      that
      the Borrower reimburses such L/C Disbursement, at the rate per annum then
      applicable to ABR Revolving Loans; provided,
      that,
      if such L/C Disbursement is not reimbursed by the Borrower when due pursuant
      to
      paragraph (e) of this Section, then Section 2.13(c) shall apply.
      Interest accrued pursuant to this paragraph shall be for the account of the
      applicable Issuing Bank, except that interest accrued on and after the date
      of
      payment by any Revolving Facility Lender pursuant to paragraph (e) of this
      Section to reimburse such Issuing Bank shall be for the account of such
      Revolving Facility Lender to the extent of such payment.

     

    (i) Replacement
      of an Issuing Bank.
      An
      Issuing Bank may be replaced at any time by written agreement among the
      Borrower, the Administrative Agent, the replaced Issuing Bank and the successor
      Issuing Bank. The Administrative Agent shall notify the Lenders of any such
      replacement of an Issuing Bank. At the time any such replacement shall become
      effective, the Borrower shall pay all unpaid fees accrued for the account of
      the
      replaced Issuing Bank pursuant to Section 2.12. From and after the
      effective date of any such replacement, (i) the successor Issuing Bank shall
      have all the rights and obligations of the replaced Issuing Bank under this
      Agreement with respect to Letters of Credit to be issued thereafter and (ii)
      references herein to the term “Issuing Bank” shall be deemed to refer to such
      successor or to any previous Issuing Bank, or to such successor and all previous
      Issuing Banks, as the context shall require. After the replacement of an Issuing
      Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
      continue to have all the rights and obligations of such Issuing Bank under
      this
      Agreement with respect to Letters of Credit or Bankers’ Acceptances issued by it
      prior to such replacement but shall not be required to issue additional Letters
      of Credit.

     

    (j) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, (i) in the case of an Event
      of
      Default described in Section 7.01(h) or (i), on the Business Day or (ii) in
      the case of any other Event of Default, on the third Business Day, in each
      case,
      following the date on which the Borrower receives notice from the Administrative
      Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility
      Lenders with Revolving L/C Exposure representing greater than 50% of the total
      Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to
      this paragraph, the Borrower shall deposit in an account with the Administrative
      Agent, in the name of the Administrative Agent and for the benefit of the
      Lenders, an amount in cash equal to the Revolving L/C Exposure as of such date
      plus any accrued and unpaid interest thereon; provided,
      that
      upon the occurrence of any Event of Default with respect to the Borrower
      described in clause (h) or (i) of Section 7.01, the obligation to
      deposit such cash collateral shall become effective immediately, and such
      deposit shall become immediately due and payable, without demand or other notice
      of any kind. Each such deposit pursuant to this paragraph shall be held by
      the
      Administrative Agent as collateral for the payment and performance of the
      obligations of the Borrower under this Agreement. The Administrative Agent
      shall
      have exclusive dominion and control, including the exclusive right of
      withdrawal, over such account. Other than any interest earned on the investment
      of such deposits, which investments shall be made at the option and
      sole

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        
discretion
        of (i) for so long as an Event of Default shall be continuing, the
        Administrative Agent and (ii) at any other time, the Borrower, in each case,
        in
        Permitted Investments and at the risk and expense of the Borrower, such deposits
        shall not bear interest. Interest or profits, if any, on such investments
        shall
        accumulate in such account. Moneys in such account shall be applied by the
        Administrative Agent to reimburse each Issuing Bank for L/C Disbursements
        for
        which such Issuing Bank has not been reimbursed and, to the extent not so
        applied, shall be held for the satisfaction of the reimbursement obligations
        of
        the Borrower for the Revolving L/C Exposure at such time or, if the maturity
        of
        the Loans has been accelerated (but subject to the consent of Revolving Facility
        Lenders with Revolving L/C Exposure representing greater than 50% of the
        total
        Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower
        under this Agreement. If the Borrower is required to provide an amount of
        cash
        collateral hereunder as a result of the occurrence of an Event of Default,
        such
        amount (to the extent not applied as aforesaid) shall be returned to the
        Borrower within three Business Days after all Events of Default have been
        cured
        or waived. 

    

     

    (k) Additional
      Issuing Banks.
      From
      time to time, the Borrower may by notice to the Administrative Agent designate
      any Revolving Facility Lender (in addition to Credit Suisse) each of which
      agrees (in its sole discretion) to act in such capacity and is reasonably
      satisfactory to the Administrative Agent as an Issuing Bank. Each such
      additional Issuing Bank shall execute a counterpart of this Agreement upon
      the
      approval of the Administrative Agent (which approval shall not be unreasonably
      withheld) and shall thereafter be an Issuing Bank hereunder for all
      purposes.

     

    (l) Reporting.
      Unless
      otherwise requested by the Administrative Agent, each Issuing Bank shall (i)
      provide to the Administrative Agent copies of any notice received from the
      Borrower pursuant to Section 2.05(b) no later than the next Business Day
      after receipt thereof and (ii) report in writing to the Administrative Agent
      (A)
      on or prior to each Business Day on which such Issuing Bank expects to issue,
      amend or extend any Letter of Credit, the date of such issuance, amendment
      or
      extension, and the aggregate face amount of the Letters of Credit to be issued,
      amended or extended by it and outstanding after giving effect to such issuance,
      amendment or extension occurred (and whether the amount thereof changed), and
      the Issuing Bank shall be permitted to issue, amend or extend such Letter of
      Credit if the Administrative Agent shall not have advised the Issuing Bank
      that
      such issuance, amendment or extension would not be in conformity with the
      requirements of this Agreement, (B) on each Business Day on which such Issuing
      Bank makes any L/C Disbursement (or creates any Bankers’ Acceptance), the date
      of such L/C Disbursement (or Bankers’ Acceptance) and the amount of such L/C
      Disbursement (or Bankers’ Acceptance) and (C) on any other Business Day, such
      other information as the Administrative Agent shall reasonably request,
      including but not limited to prompt verification of such information as may
      be
      requested by the Administrative Agent.

     

    SECTION
      2.06. Funding
      of Borrowings.
      v)
      Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, Local
      Time, to the account of the Administrative Agent most recently designated by
      it
      for such purpose by notice to the Lenders; provided,
      that
      Swingline Loans shall be made as provided in Section 2.04. The
      Administrative Agent will make such Loans available to the Borrower by promptly
      crediting the amounts so received, in like

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        
funds,
        to
        an account of the Borrower as specified in the Borrowing Request; provided,
        that
        ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement
        of a L/C Disbursement and reimbursements as provided in Section 2.05(e)
        shall be remitted by the Administrative Agent to the applicable Issuing
        Bank.

    

     

    (b) Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon
      such assumption, make available to the Borrower a corresponding amount. In
      such
      event, if a Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender and the
      Borrower severally agree to pay to the Administrative Agent forthwith on demand
      (without duplication) such corresponding amount with interest thereon, for
      each
      day from and including the date such amount is made available to the Borrower
      to
      but excluding the date of payment to the Administrative Agent, at (i) in the
      case of such Lender, the greater of (A) the Federal Funds Effective Rate and
      (B)
      a rate determined by the Administrative Agent in accordance with banking
      industry rules on interbank compensation or (ii) in the case of the Borrower,
      the interest rate applicable to ABR Loans at such time. If such Lender pays
      such
      amount to the Administrative Agent, then such amount shall constitute such
      Lender’s Loan included in such Borrowing.

     

    SECTION
      2.07. Interest
      Elections

     

    .
      vi)
      Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurocurrency Borrowing, shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
      may elect to convert such Borrowing to a different Type or to continue such
      Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The 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. This Section shall not apply
      to Swingline Borrowings, which may not be converted or continued.

     

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

     

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

     

    (i) the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the
      portions thereof to be allocated to each resulting Borrowing (in which case
      the
      information to be

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     specified
      pursuant to clauses (iii) and (iv) below shall be specified for each
      resulting Borrowing);

     

    (ii) the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii) whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
      and

     

    (iv) if
      the
      resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by clause (a) of the definition of the term “Interest
      Period.”

     

    If
      any
      such Interest Election Request requests a Eurocurrency Borrowing but does not
      specify an Interest Period, then the 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 to which such Interest Election Request relates of
      the
      details thereof and of such Lender’s portion of each resulting
      Borrowing.

     

    (e) If
      the
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      Eurocurrency Borrowing prior to the end of the Interest Period applicable
      thereto, then, unless such Borrowing is repaid as provided herein, at the end
      of
      such Interest Period such Borrowing shall be converted to an ABR Borrowing.
      Notwithstanding any contrary provision hereof, if an Event of Default has
      occurred and is continuing and the Administrative Agent, at the written request
      (including a request through electronic means) of the Required Lenders, so
      notifies the Borrower, then, so long as an Event of Default is continuing (i)
      no
      outstanding Borrowing may be converted to or continued as a Eurocurrency
      Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted
      to an ABR Borrowing at the end of the Interest Period applicable
      thereto.

     

    SECTION
      2.08. Termination
      and Reduction of Commitments.
      vii)
      Unless
      previously terminated, the Revolving Facility Commitments shall terminate on
      the
      Revolving Facility Maturity Date.

     

    (b) The
      Borrower may at any time terminate, or from time to time reduce, the Revolving
      Facility Commitments; provided,
      that
      (i) each reduction of the Revolving Facility Commitments shall be in an amount
      that is an integral multiple of $1.0 million and not less than $5.0 million
      (or,
      if less, the remaining amount of the Revolving Facility Commitments) and (ii)
      the Borrower shall not terminate or reduce the Revolving Facility Commitments
      if, after giving effect to any concurrent prepayment of the Revolving Facility
      Loans in accordance with Section 2.11, the Revolving Facility Credit
      Exposure would exceed the total Revolving Facility Commitments.

     

    (c) The
      Borrower shall notify the Administrative Agent of any election to terminate
      or
      reduce the Revolving Facility Commitments under paragraph (b) of this
      Section at least three Business Days prior to the effective date of such
      termination or reduction,

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        
specifying
        such election and the effective date thereof. Promptly following receipt
        of any
        notice, the Administrative Agent shall advise the applicable Lenders of the
        contents thereof. Each notice delivered by the Borrower pursuant to this
        Section
        shall be irrevocable; provided,
        that a
        notice of termination of the Revolving Facility Commitments delivered by
        the
        Borrower may state that such notice is conditioned upon the effectiveness
        of
        other credit facilities, in which case such notice may be revoked by the
        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 shall be permanent. Each reduction of the Commitments
        shall
        be made ratably among the Lenders in accordance with their respective
        Commitments.

    

     

    SECTION
      2.09. Repayment
      of Loans; Evidence of Debt

     

    .
      viii)
      The
      Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
      for the account of each Revolving Facility Lender the then unpaid principal
      amount of each Revolving Facility Loan to the Borrower on the Revolving Facility
      Maturity Date, (ii) to the Administrative Agent for the account of each Lender
      the then unpaid principal amount of each Term Loan of such Lender as provided
      in
      Section 2.10 and (iii) to the Swingline Lender the then unpaid principal
      amount of each Swingline Loan on the Revolving Facility Maturity
      Date.

     

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

     

    (c) The
      Administrative Agent shall maintain accounts in which it shall record (i) the
      amount of each Loan made hereunder, the Facility and Type thereof and the
      Interest Period (if any) applicable thereto, (ii) the amount of any principal
      or
      interest due and payable or to become due and payable from the Borrower to
      each
      Lender hereunder and (iii) any amount 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 paragraph (b) or (c) of
      this Section shall be prima facie evidence of the existence and amounts of
      the
      obligations recorded therein; provided,
      that
      the failure of any Lender or the Administrative Agent to maintain such accounts
      or any error therein shall not in any manner affect the obligation of the
      Borrower to repay the Loans in accordance with the terms of this
      Agreement.

     

    (e) Any
      Lender may request that Loans made by it be evidenced by a promissory note
      (a
“Note”).
      In
      such event, the 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) and in a form approved by
      the
      Administrative Agent and reasonably acceptable to the Borrower. Thereafter,
      the
      Loans evidenced by such promissory note and interest thereon shall at all times
      (including after assignment pursuant to Section 9.04) 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).

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

    SECTION
      2.10. Repayment
      of Term Loans and Revolving Facility Loans.
      ix)  Subject
      to the other paragraphs of this Section, (i) the Borrower shall repay Term
      B
      Borrowings on each date set forth below in the aggregate principal amount set
      forth opposite such date (each such date being referred to as a “Term
      B
      Loan Installment Date”)
      (if
      any such date is not a Business Day, then the applicable Term B Loan Installment
      Date shall be deemed to be the immediately preceding Business Day):

     

    
      	
              Date

            	
              Amount
                of Term B Borrowings

              to
                Be Repaid

            
	
              December
                31, 2006

            	
              $1,687,500

            
	
              March
                31, 2007

            	
              $1,687,500

            
	
              June
                30, 2007

            	
              $1,687,500

            
	
              September
                30, 2007

            	
              $1,687,500

            
	
              December
                31, 2007

            	
              $1,687,500

            
	
              March
                31, 2008

            	
              $1,687,500

            
	
              June
                30, 2008

            	
              $1,687,500

            
	
              September
                30, 2008

            	
              $1,687,500

            
	
              December
                31, 2008

            	
              $1,687,500

            
	
              March
                31, 2009

            	
              $1,687,500

            
	
              June
                30, 2009

            	
              $1,687,500

            
	
              September
                30, 2009

            	
              $1,687,500

            
	
              December
                31, 2009

            	
              $1,687,500

            
	
              March
                31, 2010

            	
              $1,687,500

            
	
              June
                30, 2010

            	
              $1,687,500

            
	
              September
                30, 2010

            	
              $1,687,500

            
	
              December
                31, 2010

            	
              $1,687,500

            
	
              March
                31, 2011

            	
              $1,687,500

            
	
              June
                30, 2011

            	
              $1,687,500

            
	
              September
                30, 2011

            	
              $1,687,500

            
	
              December
                31, 2011

            	
              $1,687,500

            
	
              March
                31, 2012

            	
              $1,687,500

            
	
              June
                30, 2012

            	
              $1,687,500

            
	
              September
                30, 2012

            	
              $1,687,500

            
	
              December
                31, 2012

            	
              $1,687,500

            
	
              March
                31, 2013

            	
              $1,687,500

            
	
              June
                30, 2013

            	
              $1,687,500

            
	 	 
	
              Term
                B Facility Maturity Date

            	
              $629,437,500
                or remainder

            
	 	 


    

    


     

    (ii) in
      the
      event that any Incremental Term Loans are made on an Increased Amount Date,
      the
      Borrower shall repay such Incremental Term Loans on the dates and in the amounts
      set forth in the Incremental Assumption Agreement (each such date being referred
      to as an “Incremental
      Term Loan Installment Date”);
      and

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

    (iii) to
      the
      extent not previously paid, outstanding Term Loans shall be due and payable
      on
      the applicable Term Facility Maturity Date.

     

    (b) To
      the
      extent not previously paid, outstanding Revolving Facility Loans shall be due
      and payable on the Revolving Facility Maturity Date.

     

    (c) Prepayment
      of the Term Loans from:

     

    (i) all
      Net
      Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to
      Section 2.11(c) shall be applied to the Term Loans pro rata among the Term
      Facilities, with the application thereof (x) to reduce in order of maturity
      the
      unpaid quarterly scheduled amortization payments under clause (a) above for
      the
      next 24 calendar months, and (y) thereafter, to reduce on a pro rata basis
      (based on the amount of such amortization payments) the remaining scheduled
      amortization payments in respect of Term Loans. 

     

    (ii) any
      optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be
      applied as the Borrower may direct.

     

    (d) Any
      mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall
      be
      applied so that the aggregate amount of such prepayment is allocated among
      the
      Term B Loans and Other Term Loans, if any, pro
      rata
      based on
      the aggregate principal amount of outstanding Term B Loans and Other Term Loans,
      if any (unless, with respect to Other Term Loans, the Incremental Assumption
      Agreement relating thereto does not so require) irrespective of whether such
      outstanding Term Loans are Base Rate Loans or Eurodollar Rate Loans; provided
      that if no Lenders exercise the right to waive a given mandatory prepayment
      of
      the Term Loans pursuant to Section 2.11(f), then, with respect to such mandatory
      prepayment, prior to the repayment of any Term Loan, the Borrower may select
      the
      Borrowing or Borrowings to be repaid and shall notify the Administrative Agent
      by telephone (confirmed by telecopy) of such selection not later than 1:00
      p.m.,
      Local Time, (i) in the case of an ABR Borrowing, one Business Day before the
      scheduled date of such repayment and (ii) in the case of a Eurocurrency
      Borrowing, three Business Days before the scheduled date of such repayment.
      Prior to any repayment of any Revolving Facility Loans, the Borrower shall
      select the Borrowing or Borrowings under the Revolving Facility to be repaid
      and
      shall notify the Administrative Agent by telephone (confirmed by telecopy)
      of
      such selection not later than 1:00 p.m., Local Time, (i) in the case of an
      ABR
      Borrowing, one Business Day before the scheduled date of such repayment and
      (ii)
      in the case of a Eurocurrency Borrowing, three Business Days before the
      scheduled date of such repayment. Each repayment of a Borrowing (x) in the
      case
      of the Revolving Facility, shall be applied to the Revolving Facility Loans
      included in the repaid Borrowing such that each Revolving Facility Lender
      receives its ratable share of such repayment (based upon the respective
      Revolving Facility Credit Exposures of the Revolving Facility Lenders at the
      time of such repayment) and (y) in all other cases, shall be applied ratably
      to
      the Loans included in the repaid Borrowing. Notwithstanding anything to the
      contrary in the immediately preceding sentence, prior to any repayment of a
      Swingline Loan hereunder, the Borrower shall select the Borrowing or Borrowings
      to be repaid and shall notify the Administrative Agent by telephone (confirmed
      by telecopy) of such selection not 

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        
later
        than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments
        of Eurocurrency Borrowings shall be accompanied by accrued interest on the
        amount repaid.

    

     

    SECTION
      2.11. Prepayment
      of Loans.
      x)
      The
      Borrower shall have the right at any time and from time to time to prepay any
      Loan in whole or in part, without premium or penalty (but subject to
      Section 2.16), in an aggregate principal amount that is an integral
      multiple of the Borrowing Multiple and not less than the Borrowing Minimum
      or,
      if less, the amount outstanding, subject to prior notice in accordance with
      Section 2.10(d), which notice shall be irrevocable except to the extent
      conditioned on a refinancing of all or any portion of the
      Facilities.

     

    (b) The
      Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay
      Term Loans in accordance with paragraphs (c) and (d) of Section 2.10.
      Notwithstanding the foregoing, the Borrower may retain Net Proceeds pursuant
      to
      clause (b) of the definition thereof, provided, that the Total Net First Lien
      Leverage Ratio on the last day of the Borrower’s then most recently completed
      fiscal quarter for which financial statements are available shall be less than
      or equal to 2.00 to 1.00.

     

    (c) Not
      later
      than 90 days after the end of each Excess Cash Flow Period, the Borrower shall
      calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply
      an
      amount equal to (i) the Required Percentage of such Excess Cash Flow,
minus
      (ii) to
      the extent not financed, using the proceeds of, without duplication, the
      incurrence of Indebtedness and the sale or issuance of any Equity Interests
      (including any capital contributions), the sum of (A) the amount of any
      voluntary prepayments during such Excess Cash Flow Period of Term Loans (and
      with respect to the Excess Cash Flow Period ending December 29, 2007, plus
      the
      amount of any voluntary prepayments of Term Loans made prior to such Excess
      Cash
      Flow Period) and (B) the amount of any permanent voluntary reductions during
      such Excess Cash Flow Period of Revolving Facility Commitments to the extent
      that an equal amount of Revolving Facility Loans was simultaneously repaid,
      to
      prepay Term Loans in accordance with paragraphs (c) and (d) of
      Section 2.10. Not later than the date on which the Borrower is required to
      deliver financial statements with respect to the end of each Excess Cash Flow
      Period under Section 5.04(a), the Borrower will deliver to the
      Administrative Agent a certificate signed by a Financial Officer of the Borrower
      setting forth the amount, if any, of Excess Cash Flow for such fiscal year
      and
      the calculation thereof in reasonable detail.

     

    (d) In
      the
      event and on such occasion that the total Revolving Facility Credit Exposure
      exceeds the total Revolving Facility Commitments, the Borrower shall prepay
      Revolving Facility Borrowings or Swingline Borrowings (or, if no such Borrowings
      are outstanding, deposit cash collateral in an account with the Administrative
      Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such
      excess.

     

    (e) In
      the
      event and on such occasion as the Revolving L/C Exposure exceeds the Letter
      of
      Credit Sublimit, the Borrower shall deposit cash collateral in an account with
      the Administrative Agent pursuant to Section 2.05(j) in an amount equal to
      such
      excess.

     

    (f) Anything
      contained herein to the contrary notwithstanding, in the event the Borrower
      is
      required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of
      the Term Loans, not less than three Business Days prior to the date
      (the

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        
“Required
        Prepayment Date”) on which the Borrower elects (or is otherwise required) to
        make such Waivable Mandatory Prepayment, the Borrower shall notify
        Administrative Agent of the amount of such prepayment, and Administrative
        Agent
        will promptly thereafter notify each Lender holding an outstanding Term Loan
        of
        the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment
        and such Lender’s option to refuse such amount. Each such Lender may exercise
        such option by giving written notice to the Administrative Agent of its election
        to do so on or before the second Business Day prior to the Required Prepayment
        Date (it being understood that any Lender which does not notify the
        Administrative Agent of its election to exercise such option on or before
        the
        first Business Day prior to the Required Prepayment Date shall be deemed
        to have
        elected, as of such date, not to exercise such option). On the Required
        Prepayment Date, the Borrower shall pay to Administrative Agent the amount
        of
        the Waivable Mandatory Prepayment, which amount shall be applied (i) in an
        amount equal to that portion of the Waivable Mandatory Prepayment payable
        to
        those Lenders that have elected not to exercise such option (each, a “Declining
        Lender”), to prepay the Term Loans of such Declining Lenders (which prepayment
        shall be applied to the scheduled Installments of principal of the Term Loans
        in
        accordance with Section 2.11(b)), and (ii) in an amount equal to that portion
        of
        the Waivable Mandatory Prepayment otherwise payable to those Lenders that
        have
        elected to exercise such option, to the Borrower.

    

     

    (g) If
      as a
      result of changes in currency exchange rates, on any Revaluation Date, (i)
      the
      total Revolving Credit Facility Credit Exposure exceeds the total Revolving
      Facility Commitments, (ii) the Revolving L/C Exposure exceeds the Letter of
      Credit Sublimit or (iii) the Revolving L/C Exposure with respect to all
      Alternate Currency Letters of Credit exceeds $15.0 million, the Borrower shall
      within five days of such Revaluation Date (x) prepay Revolving Facility
      Borrowings or Swingline Borrowings or (y) deposit cash collateral in an account
      with the Administrative Agent pursuant to Section 2.05(j), in an aggregate
      amount such that the applicable exposure does not exceed the applicable
      commitment, sublimit or amount set forth above. 

     

    SECTION
      2.12. Fees.
      xi)
      The
      Borrower agrees to pay to each Lender (other than any Defaulting Lender),
      through the Administrative Agent, three Business Days after the last Business
      Day of March, June, September and December in each year, and three Business
      Days
      after the date on which the Revolving Facility Commitments of all the Lenders
      shall be terminated as provided herein, a commitment fee (a “Commitment
      Fee”)
      on the
      daily amount of the Available Unused Commitment of such Lender during the
      preceding quarter (or other period commencing with the Closing Date or ending
      with the date on which the last of the Commitments of such Lender shall be
      terminated) at a rate equal to the Applicable Commitment Fee. All Commitment
      Fees shall be computed on the basis of the actual number of days elapsed in
      a
      year of 360 days. For the purpose of calculating any Lender’s Commitment Fee,
      the outstanding Swingline Loans during the period for which such Lender’s
      Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee
      due
      to each Lender shall commence to accrue on the Closing Date and shall cease
      to
      accrue on the date on which the last of the Commitments of such Lender shall
      be
      terminated as provided herein.

     

    (b) The
      Borrower from time to time agrees to pay (i) to each Revolving Facility Lender
      (other than any Defaulting Lender), 

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        
through
        the Administrative Agent, three Business Days after the last day of March,
        June,
        September and December of each year and three Business Days after the date
        on
        which the Revolving Facility Commitments of all the Lenders shall be terminated
        as provided herein, a fee (an “L/C
        Participation Fee”)
        on
        such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C
        Exposure (excluding the portion thereof attributable to unreimbursed L/C
        Disbursements), during the preceding quarter (or shorter period commencing
        with
        the Closing Date or ending with the Revolving Facility Maturity Date or the
        date
        on which the Revolving Facility Commitments shall be terminated) at the rate
        per
        annum equal to the Applicable Margin for Eurocurrency Revolving Facility
        Borrowings effective for each day in such period, and (ii) to each Issuing
        Bank,
        for its own account (x) three Business Days after the last Business Day of
        March, June, September and December of each year and three Business Days
        after
        the date on which the Revolving Facility Commitments of all the Lenders shall
        be
        terminated as provided herein, a fronting fee in respect of each Letter of
        Credit issued by such Issuing Bank for the period from and including the
        date of
        issuance of such Letter of Credit to and including the termination of such
        Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the
        daily
        stated amount of such Letter of Credit (or, in the case of a Bank Guarantee,
        such other fee as agreed to between the Borrower and the applicable Issuing
        Bank), plus (y) in connection with the issuance, amendment or transfer of
        any
        such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s
        customary documentary and processing fees and charges (collectively,
“Issuing
        Bank Fees”).
        All
        L/C Participation Fees and Issuing Bank Fees that are payable on a per annum
        basis shall be computed on the basis of the actual number of days elapsed
        in a
        year of 360 days.

    

     

    (c) The
      Borrower agrees to pay to the Administrative Agent, for the account of the
      Administrative Agent, the agency fees set forth in the Fee Letter, as amended,
      restated, supplemented or otherwise modified from time to time, at the times
      specified therein (the “Administrative
      Agent Fees”).

     

    (d) All
      Fees
      shall be paid on the dates due, in immediately available funds, to the
      Administrative Agent for distribution, if and as appropriate, among the Lenders,
      except that Issuing Bank Fees shall be paid directly to the applicable Issuing
      Banks. Once paid, none of the Fees shall be refundable under any
      circumstances.

     

    SECTION
      2.13. Interest.
      xii)
      The
      Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear
      interest at the ABR plus the Applicable Margin.

     

    (b) The
      Loans
      comprising each Eurocurrency Borrowing shall bear interest at the Adjusted
      LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Margin.

     

    (c) Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any Fees or other
      amount payable by the Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
      to such Loan as provided in the preceding paragraphs of this Section or
      (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans
      as provided in paragraph (a) of this Section; provided,
      that
      this paragraph (c) shall not apply to any Event of Default that has been
      waived by the Lenders pursuant to Section 9.08.

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

    (d) Accrued
      interest on each Loan shall be payable in arrears (i) on each Interest Payment
      Date for such Loan, (ii) in the case of Revolving Facility Loans, upon
      termination of the Revolving Facility Commitments and (iii) in the case of
      the
      Term Loans, on the applicable Term Facility Maturity Date; provided,
      that
      (i) interest accrued pursuant to paragraph (c) of this Section 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 Swingline Loans prior
      to the end of the Availability Period), accrued interest on the principal amount
      repaid or prepaid shall be payable on the date of such repayment or prepayment
      and (iii) in the event of any conversion of any Eurocurrency 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 ABR at times when the ABR is based
      on
      the Prime 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
      ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
      Agent, and such determination shall be conclusive absent manifest
      error.

     

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

     

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

     

    (b) the
      Administrative Agent is advised by the Required Lenders or the Majority Lenders
      under the Revolving Facility that the Adjusted LIBO Rate or the LIBO Rate,
      as
      applicable, for such Interest Period will not adequately and fairly reflect
      the
      cost to such Lenders of making or maintaining their Loans included in such
      Borrowing for such Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrower and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the 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 Eurocurrency Borrowing denominated in such
      currency shall be ineffective and such Borrowing shall be converted to or
      continued as on the last day of the Interest Period applicable thereto an ABR
      Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing,
      such Borrowing shall be made as an ABR Borrowing.

     

    SECTION
      2.15. Increased
      Costs.
      xiii)
      If any
      Change in Law shall:

     

    (i) impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or 

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    for
      the
      account of, or credit extended by, any Lender (except any such reserve
      requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;
      or

     

    (ii) impose
      on
      any Lender or Issuing Bank or the London interbank market any other condition
      affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter
      of Credit or participation therein;

     

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

     

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

     

    (c) A
      certificate of a Lender or an Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or Issuing Bank or its holding company,
      as
      applicable, as specified in paragraph (a) or (b) of this Section shall be
      delivered to the Borrower and shall be conclusive absent manifest error. The
      Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown
      as due on any such certificate within 10 days after receipt
      thereof.

     

    (d) Promptly
      after any Lender or any Issuing Bank has determined that it will make a request
      for increased compensation pursuant to this Section 2.15, such Lender or
      Issuing Bank shall notify the Borrower thereof. Failure or delay on the part
      of
      any Lender or Issuing Bank to demand compensation pursuant to this Section
      shall
      not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such
      compensation; provided,
      that
      the Borrower shall not be required to compensate a Lender or an Issuing Bank
      pursuant to this Section for any increased costs or reductions incurred more
      than 180 days prior to the date that such Lender or Issuing Bank, as applicable,
      notifies the Borrower of the Change in Law giving rise to such increased costs
      or reductions and of such Lender’s or 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

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        
retroactive,
        then the 180-day period referred to above shall be extended to include the
        period of retroactive effect thereof.

    

     

    (e) The
      foregoing provisions of this Section 2.15 shall not apply in the case of any
      Change in Law in respect of Taxes, which shall instead be governed by Section
      2.17.

     

    SECTION
      2.16. Break
      Funding Payments.
      In the
      event of (a) the payment of any principal of any Eurocurrency Loan other than
      on
      the last day of an Interest Period applicable thereto (including as a result
      of
      an Event of Default), (b) the conversion of any Eurocurrency Loan other than
      on
      the last day of the Interest Period applicable thereto (including as a result
      of
      Section 2.20), (c) the failure to borrow, convert, continue or prepay any
      Eurocurrency Loan on the date specified in any notice delivered pursuant hereto
      or (d) the assignment of any Eurocurrency Loan other than on the last day of
      the
      Interest Period applicable thereto as a result of a request by a Borrower
      pursuant to Section 2.19, then, in any such event, the Borrower shall
      compensate each Lender for the loss, cost and expense attributable to such
      event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
      Lender shall be deemed to be the amount determined by such Lender (it being
      understood that the deemed amount shall not exceed the actual amount) 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
      LIBO
      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 a Eurocurrency Loan,
      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 deposits in dollars of a comparable amount
      and
      period from other banks in the Eurocurrency market. A certificate of any Lender
      setting forth any amount or amounts that such Lender is entitled to receive
      pursuant to this Section shall be delivered to the Borrower and shall be
      conclusive absent manifest error. The Borrower shall pay such Lender the amount
      shown as due on any such certificate within 10 days after receipt
      thereof.

     

    SECTION
      2.17. Taxes.
      xiv)
      Any and
      all payments by or on account of any obligation of any Loan Party hereunder
      shall be made free and clear of and without deduction for any Indemnified Taxes
      or Other Taxes; provided,
      that if
      a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes
      from such payments, then (i) the sum payable shall be increased as necessary
      so
      that after making all required deductions (including deductions applicable
      to
      additional sums payable under this Section) the Administrative Agent, any Lender
      or any Issuing Bank, as applicable, receives an amount equal to the sum it
      would
      have received had no such deductions been made, (ii) such Loan Party shall
      make
      such deductions and (iii) such Loan Party shall timely pay the full amount
      deducted to the relevant Governmental Authority in accordance with applicable
      law.

     

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

     

    (c) Each
      Loan
      Party shall indemnify the Administrative Agent, each Lender and each Issuing
      Bank, within 10 days after written demand therefor, for the full amount of
      any
      Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
      or such

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        
Issuing
        Bank, as applicable, on or with respect to any payment by or on account of
        any
        obligation of any Loan Party hereunder (including Indemnified Taxes or Other
        Taxes imposed or asserted on or attributable to amounts payable under this
        Section) and any reasonable expenses arising therefrom or with respect thereto,
        whether or not such Indemnified Taxes or Other Taxes were correctly or legally
        imposed or asserted by the relevant Governmental Authority. A certificate
        as to
        the amount of such payment or liability delivered to such Loan Party by a
        Lender
        or an Issuing Bank, or by the Administrative Agent on its own behalf, on
        behalf
        of another Agent or on behalf of a Lender or an Issuing Bank, shall be
        conclusive absent manifest error.

    

     

    (d) As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
      Party to a Governmental Authority, such Loan Party 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
      Lender that is entitled to an exemption from or reduction of withholding Tax
      under the law of the jurisdiction in which the Borrower is located, or any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Borrower (with a copy to the Administrative
      Agent), to the extent such Lender is legally entitled to do so, at the time
      or
      times prescribed by applicable law, such properly completed and executed
      documentation prescribed by applicable law as may reasonably be requested by
      the
      Borrower to permit such payments to be made without such withholding tax or
      at a
      reduced rate; provided,
      that no
      Lender shall have any obligation under this paragraph (e) with respect to
      any withholding Tax imposed by any jurisdiction other than the United States
      if
      in the reasonable judgment of such Lender such compliance would subject such
      Lender to any material unreimbursed cost or expense or would otherwise be
      disadvantageous to such Lender in any material respect.

     

    (f) Each
      Lender shall deliver to the Borrower and the Administrative Agent on the date
      on
      which such Lender becomes a Lender under this Agreement (and from time to time
      thereafter upon the reasonable request of the Borrower or the Administrative
      Agent), two original copies of whichever of the following is applicable: (i)
      duly completed copies of Internal Revenue Service Form W-8BEN (or any subsequent
      versions thereof or successors thereto), claiming eligibility for benefits
      of an
      income tax treaty to which the United States of America is a party, (ii) duly
      completed copies of Internal Revenue Service Form W- 8ECI (or any subsequent
      versions thereof or successors thereto), (iii) in the case of a Foreign Lender
      claiming the benefits of the exemption for portfolio interest under
      section 871(h) or 881(c) of the Code, (x) a certificate to the effect that
      such Lender qualifies for such exemption and (y) duly completed copies of
      Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or
      successors thereto), (iv) duly completed copies of Internal Revenue Service
      Form
      W-8IMY, together with forms and certificates described in clauses (i) through
      (iii) above (and additional Form W-8IMYs) as may be required or (v) any other
      form prescribed by applicable law as a basis for claiming exemption from or
      a
      reduction in United States federal withholding tax duly completed together
      with
      such supplementary documentation as may be prescribed by applicable law to
      permit the Borrower to determine the withholding or deduction required to be
      made. In addition, in each of the foregoing circumstances, each Lender shall
      deliver such forms, if legally entitled to deliver such forms, promptly upon
      the
      obsolescence, expiration or invalidity of any form previously
      delivered

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        
by
        such
        Lender. Each Lender shall promptly notify the Borrower at any time it determines
        that it is no longer in a position to provide any previously delivered
        certificate to the Borrower (or any other form of certification adopted by
        the
        United States of America or other taxing authorities for such purpose). In
        addition, each Lender shall deliver to the Borrower and the Administrative
        Agent
        two copies of Internal Revenue Service Form W-9 (or any subsequent versions
        thereof or successors thereto) on or before the date such Lender becomes
        a party
        and upon the expiration of any form previously delivered by such Lender.
        Notwithstanding any other provision of this paragraph, a Lender shall not
        be
        required to deliver any form pursuant to this paragraph that such Lender
        is not
        legally able to deliver.

    

     

    (g) If
      the
      Administrative Agent or a Lender receives a refund of any Indemnified Taxes
      or
      Other Taxes as to which it has been indemnified by a Loan Party or with respect
      to which such Loan Party has paid additional amounts pursuant to this
      Section 2.17, it shall pay over such refund to such Loan Party (but only to
      the extent of indemnity payments made, or additional amounts paid, by such
      Loan
      Party under this Section 2.17 with respect to the Taxes or Other Taxes
      giving rise to such refund), net of all out-of-pocket expenses of the
      Administrative Agent or such Lender (including any Taxes imposed with respect
      to
      such refund) as is determined by the Administrative Agent or such Lender, as
      applicable, in good faith and in its sole discretion, and without interest
      (other than any interest paid by the relevant Governmental Authority with
      respect to such refund); provided,
      that
      such Loan Party, upon the request of the Administrative Agent or such Lender,
      agrees to repay as soon as reasonably practicable the amount paid over to such
      Loan Party (plus any penalties, interest or other charges imposed by the
      relevant Governmental Authority) to the Administrative Agent or such Lender
      in
      the event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority. This Section 2.17(g) shall not be
      construed to require the Administrative Agent or any Lender to make available
      its Tax returns (or any other information relating to its Taxes which it deems
      confidential) to the Loan Parties or any other person.

     

    SECTION
      2.18. Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.
      xv)
      Unless
      otherwise specified, the Borrower shall make each payment required to be made
      by
      it hereunder (whether of principal, interest, fees or reimbursement of L/C
      Disbursements, or of amounts payable under Section 2.15, 2.16, or 2.17, or
      otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately
      available funds, without condition or deduction for any defense, recoupment,
      set-off 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 to the
      applicable account designated to the Borrower by the Administrative Agent,
      except payments to be made directly to the applicable Issuing Bank or the
      Swingline Lender as expressly provided herein and except that payments pursuant
      to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the persons
      entitled thereto. 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 hereunder shall be due on
      a
      day that is not a Business Day, the date for payment shall be extended to the
      next succeeding Business Day, and, in the case of any payment accruing interest,
      interest thereon shall be payable for the period of such extension. All payments
      under the Loan Documents shall be made in Dollars. Any payment required to
      be
      made by the Administrative Agent hereunder shall be deemed to have been made
      by
      the time required if the Administrative Agent shall, at or

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        
before
        such time, have taken the necessary steps to make such payment in accordance
        with the regulations or operating procedures of the clearing or settlement
        system used by the Administrative Agent to make such payment.

    

     

    (b) If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent from the Borrower to pay fully all amounts of principal, unreimbursed
      L/C
      Disbursements, interest and fees then due from the Borrower hereunder, such
      funds shall be applied (i) first, towards payment of interest and fees then
      due
      from the Borrower hereunder, ratably among the parties entitled thereto in
      accordance with the amounts of interest and fees then due to such parties,
      (ii)
      second, towards payment of principal Swingline Loans and unreimbursed L/C
      Disbursements then due from the Borrower hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of principal and unreimbursed
      L/C Disbursements then due to such parties, and (iii) third, towards payment
      of
      principal then due from the Borrower hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of principal and unreimbursed
      L/C Disbursements then due to such parties.

     

    (c) If
      any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of its Term
      Loans, Revolving Facility Loans or participations in L/C Disbursements or
      Swingline Loans resulting in such Lender receiving payment of a greater
      proportion of the aggregate amount of its Term Loans, Revolving Facility Loans
      and participations in L/C 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 Term Loans, Revolving Facility Loans and participations
      in
      L/C 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 Term Loans, Revolving Facility Loans and participations in
      L/C
      Disbursements and Swingline Loans; provided,
      that
      (i) if any such participations are purchased and all or any portion of the
      payment giving rise thereto is recovered, such participations shall be rescinded
      and the purchase price restored to the extent of such recovery, without
      interest, and (ii) the provisions of this paragraph (c) shall not be
      construed to apply to any payment made by the 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 L/C Disbursements to any assignee or
      participant, other than to the Borrower or any Subsidiary or Affiliate thereof
      (as to which the provisions of this paragraph (c) shall apply). The
      Borrower consents to the foregoing and agrees, to the extent it may effectively
      do so under applicable law, that any Lender acquiring a participation pursuant
      to the foregoing arrangements may exercise against the Borrower rights of
      set-off and counterclaim with respect to such participation as fully as if
      such
      Lender were a direct creditor of the Borrower in the amount of such
      participation.

     

    (d) Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the date on which any payment is due to the Administrative Agent for the account
      of the Lenders or the applicable Issuing Bank hereunder that the Borrower will
      not make such payment, the Administrative Agent may assume that the Borrower
      has
      made such payment on such date in accordance herewith and may, in reliance
      upon
      such assumption, distribute to the Lenders or the applicable Issuing Bank,
      as
      applicable, the amount due. In such 

     

    
      
        
        

      

      
        -72-

        
          

        

      

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

    

     

    (e) If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(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
      2.19. Mitigation
      Obligations; Replacement of Lenders.
      xvi)  If
      any Lender requests compensation under Section 2.15, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, then such
      Lender shall use reasonable efforts to designate a different lending office
      for
      funding or booking its Loans hereunder or to assign its rights and obligations
      hereunder to another of its offices, branches or Affiliates, if, in the
      reasonable judgment of such Lender, such designation or assignment (i) would
      eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
      applicable, in the future and (ii) would not subject such Lender to any material
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender in any material respect. The Borrower hereby agrees to pay all reasonable
      costs and expenses incurred by any Lender in connection with any such
      designation or assignment.

     

    (b) If
      any
      Lender requests compensation under Section 2.15, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, or is a
      Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
      notice to such Lender and the Administrative Agent, require such Lender to
      assign and delegate, without recourse (in accordance with and subject to the
      restrictions contained in Section 9.04), all its interests, rights and
      obligations under this Agreement to an assignee that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts such
      assignment); provided,
      that
      (i) the Borrower shall have received the prior written consent of the
      Administrative Agent (and, if in respect of any Revolving Facility Commitment
      or
      Revolving Facility Loan, the Swingline Lender and the Issuing Bank), which
      consent shall not unreasonably be withheld, (ii) such Lender shall have received
      payment of an amount equal to the outstanding principal of its Loans and
      participations in L/C Disbursements and Swingline Loans, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder, from the
      assignee (to the extent of such outstanding principal and accrued interest
      and
      fees) or the Borrower (in the case of all other amounts) and (iii) in the case
      of any such assignment resulting from a claim for compensation under
      Section 2.15 or payments required to be made pursuant to Section 2.17,
      such assignment will result in a reduction in such compensation or payments.
      Nothing in this Section 2.19 shall be deemed to prejudice any rights that
      the Borrower may have against any Lender that is a Defaulting
      Lender.

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

    (c) If
      any
      Lender (such Lender, a “Non-Consenting
      Lender”)
      has
      failed to consent to a proposed amendment, waiver, discharge or termination
      which pursuant to the terms of Section 9.08 requires the consent of all of
      the Lenders affected and with respect to which the Required Lenders shall have
      granted their consent, then the Borrower shall have the right (unless such
      Non-Consenting Lender grants such consent) at its sole expense (including with
      respect to the processing and recordation fee referred to in Section
      9.04(b)(ii)(B)) to replace such Non-Consenting Lender by deeming such
      Non-Consenting Lender to have assigned its Loans, and its Commitments hereunder
      to one or more assignees reasonably acceptable to (i) the Administrative Agent
      (unless, in the case of an assignment of Term Loans, such assignee is a Lender,
      an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any
      Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender
      and the Issuing Bank); provided,
      that:
      (a) all Obligations of the Borrower owing to such Non-Consenting Lender
      (including accrued Fees and any amounts under Sections 2.15, 2.16 and 2.17)
      being replaced shall be paid in full to such Non-Consenting Lender concurrently
      with such assignment, and (b) the replacement Lender shall purchase the
      foregoing by paying to such Non-Consenting Lender a price equal to the principal
      amount thereof plus accrued and unpaid interest thereon. No action by or consent
      of the Non-Consenting Lender shall be necessary in connection with such
      assignment, which shall be immediately and automatically effective upon payment
      of such purchase price. In connection with any such assignment the Borrower,
      Administrative Agent, such Non-Consenting Lender and the replacement Lender
      shall otherwise comply with Section 9.04; provided, that if such
      Non-Consenting Lender does not comply with Section 9.04 within three Business
      Days after Borrower’s request, compliance with Section 9.04 shall not be
      required to effect such assignment.

     

    SECTION
      2.20. Illegality(a) .
      If any
      Lender reasonably determines that any change in law has made it unlawful, or
      that any Governmental Authority has asserted after the Closing Date that it
      is
      unlawful, for any Lender or its applicable lending office to make or maintain
      any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower
      through the Administrative Agent, any obligations of such Lender to make or
      continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency
      Borrowings shall be suspended until such Lender notifies the Administrative
      Agent and the Borrower that the circumstances giving rise to such determination
      no longer exist. Upon receipt of such notice, the Borrower shall upon demand
      from such Lender (with a copy to the Administrative Agent), either convert
      all
      Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last
      day
      of the Interest Period therefor, if such Lender may lawfully continue to
      maintain such Eurocurrency Borrowings to such day, or immediately, if such
      Lender may not lawfully continue to maintain such Loans. Upon any such
      prepayment or conversion, the Borrower shall also pay accrued interest on the
      amount so prepaid or converted. 

     

    SECTION
      2.21. Incremental
      Commitments.
      (a)  The Borrower may, by written notice to the Administrative Agent from
      time to time, request Incremental Term Loan Commitments and/or Incremental
      Revolving Facility Commitments, as applicable, in an amount not to exceed the
      Incremental Amount from one or more Incremental Term Lenders and/or Incremental
      Revolving Facility Lenders (which may include any existing Lender) willing
      to
      provide such Incremental Term Loans and/or Incremental Revolving Facility
      Commitments, as the case may be, in their own discretion; provided,
      that
      each Incremental Revolving Facility Lender shall be subject to the approval
      of
      the

     

    
      
        
        

      

      
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Administrative
        Agent and the Issuing Bank (which approval shall not be unreasonably withheld)
        unless such Incremental Revolving Lender is a Lender, an Affiliate of a Lender
        or an Approved Fund. Such notice shall set forth (i) the amount of the
        Incremental Term Loan Commitments and/or Incremental Revolving Facility
        Commitments being requested (which shall be in minimum increments of $5.0
        million and a minimum amount of $25.0 million or equal to the remaining
        Incremental Amount), (ii) the date on which such Incremental Term Loan
        Commitments and/or Incremental Revolving Facility Commitments are requested
        to
        become effective (the “Increased
        Amount Date”),
        (iii)
        in the case of Incremental Revolving Facility Commitments, whether such
        Incremental Revolving Facility Commitments are to be Revolving Loan Commitments
        or commitments to make revolving loans with pricing and/or amortization terms
        different from the Revolving Loans (“Other
        Revolving Loans”),
        and
        (iv) in the case of Incremental Term Loan Commitments, whether such Incremental
        Term Loan Commitments are to be Term Loan Commitments or commitments to make
        term loans with pricing and/or amortization terms different from the Term
        B
        Loans (“Other
        Term Loans”).
        

    

     

    (b) The
      Borrower and each Incremental Term Lender and/or Incremental Revolving Facility
      Lender shall execute and deliver to the Administrative Agent an Incremental
      Assumption Agreement and such other documentation as the Administrative Agent
      shall reasonably specify to evidence the Incremental Term Loan Commitment of
      such Incremental Term Lender and/or Incremental Revolving Facility Commitment
      of
      such Incremental Revolving Facility Lender. Each Incremental Assumption
      Agreement shall specify the terms of the applicable Incremental Term Loans
      and/or Incremental Revolving Facility Commitments; provided,
      that
      (i) the Other Term Loans shall rank pari passu or junior in right of payment
      and
      of security with the Term B Loans and, except as to pricing, amortization and
      final maturity date, shall have (x) the same terms as the Term Loans, as
      applicable, or (y) such other terms as shall be reasonably satisfactory to
      the
      Administrative Agent, (ii) the final maturity date of any Other Term Loans
      shall
      be no earlier than the Term B Facility Maturity Date, (iii) the weighted average
      life to maturity of any Other Term Loans shall be no shorter than the remaining
      weighted average life to maturity of the Term B Loans, (iv) the Other
      Revolving Loans shall rank pari passu or junior in right of payment and of
      security with the Revolving Loans and except as to pricing, amortization and
      final maturity date, shall have (x) the same terms as the Revolving Facility
      Loans, as applicable, or (y) such other terms as shall be reasonably
      satisfactory to the Administrative Agent, (v) the final maturity date of any
      Other Revolving Loans shall be no earlier than the Revolving Facility Maturity
      Date, and (vi) the Borrower shall have no senior unsecured bridge term
      loans or senior subordinated bridge terms loans outstanding at the time such
      Other Term Loans or Other Revolving Loans are incurred unless such bridge loans
      are repaid in full with the proceeds of the Other Term Loans or Other Revolving
      Loans. Each of the parties hereto hereby agrees that, upon the effectiveness
      of
      any Incremental Assumption Agreement, this Agreement shall be amended to the
      extent (but only to the extent) necessary to reflect the existence and terms
      of
      the Incremental Term Loan Commitments and/or Incremental Revolving Facility
      Commitments evidenced thereby as provided for in Section 9.08(e). Any such
      deemed amendment may be memorialized in writing by the Administrative Agent
      with
      the Borrower’s consent (not to be unreasonably withheld) and furnished to the
      other parties hereto.

     

    (c) Notwithstanding
      the foregoing, no Incremental Term Loan Commitment or Incremental Revolving
      Facility Commitment shall become effective under this Section 2.21 unless (i)
      on
      the date of such effectiveness, the conditions set forth in paragraphs (b)
      and
      (c)

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        
of
        Section 4.01 shall be satisfied and the Administrative Agent shall have received
        a certificate to that effect dated such date and executed by a Responsible
        Officer of the Borrower, (ii) the Administrative Agent shall have received
        customary legal opinions, board resolutions and other customary closing
        certificates and documentation as required by the relevant Incremental
        Assumption Agreement and, to the extent required by the Administrative Agent,
        consistent with those delivered on the Closing Date under Section 4.02 and
        such
        additional customary documents and filings (including amendments to the
        Mortgages and other Security Documents and title endorsement bringdowns)
        as the
        Administrative Agent may reasonably require to assure that the Incremental
        Term
        Loans and/or Revolving Facility Loans in respect of Incremental Revolving
        Facility Commitments are secured by the Collateral ratably with (or, to the
        extent agreed by the applicable Incremental Term Lenders or Incremental
        Revolving Facility Lenders in the applicable Incremental Assumption Agreement,
        junior to) the existing Term B Loans and Revolving Facility Loans and (iii)
        the
        Borrower shall be in Pro Forma Compliance after giving effect to such
        Incremental Term Loan Commitment and/or Incremental Revolving Facility
        Commitments and the Loans to be made thereunder and the application of the
        proceeds therefrom as if made and applied on such date.

    

     

    (d) Each
      of
      the parties hereto hereby agrees that the Administrative Agent may take any
      and
      all action as may be reasonably necessary to ensure that (i) all Incremental
      Term Loans (other than Other Term Loans) in the form of additional Term B Loans,
      when originally made, are included in each Borrowing of outstanding Term B
      Loans
      on a pro rata basis, and (ii) all Revolving Facility Loans in respect of
      Incremental Revolving Facility Commitments (other than Other Revolving Loans),
      when originally made, are included in each Borrowing of outstanding Revolving
      Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall
      apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required
      by the Administrative Agent to effect the foregoing.

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    On
      the
      date of each Credit Event as provided in Section 4.01, the Borrower represents
      and warrants to each of the Lenders that: 

     

    SECTION
      3.01. Organization;
      Powers.
      Except
      as set forth on Schedule 3.01,
      each of
      Holdings, the Borrower and each of the Material Subsidiaries (a) is a
      partnership, limited liability company or corporation duly organized, validly
      existing and in good standing (or, if applicable in a foreign jurisdiction,
      enjoys the equivalent status under the laws of any jurisdiction of organization
      outside the United States) under the laws of the jurisdiction of its
      organization, (b) has all requisite power and authority to own its property
      and
      assets and to carry on its business as now conducted, (c) is qualified to do
      business in each jurisdiction where such qualification is required, except
      where
      the failure so to qualify would not reasonably be expected to have a Material
      Adverse Effect, and (d) has the power and authority to execute, deliver and
      perform its obligations under each of the Loan Documents and each other
      agreement or instrument contemplated thereby to which it is or will be a party
      and, in the case of the Borrower, to borrow and otherwise obtain credit
      hereunder.

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

    SECTION
      3.02. Authorization.
      The
      execution, delivery and performance by Holdings, the Borrower and each of the
      Subsidiary Loan Parties of each of the Loan Documents to which it is a party,
      and the borrowings hereunder and the transactions forming a part of the
      Transactions (a) have been duly authorized by all corporate, stockholder,
      partnership or limited liability company action required to be obtained by
      Holdings, the Borrower and such Subsidiary Loan Parties and (b) will not (i)
      violate (A) any provision of law, statute, rule or regulation, or of the
      certificate or articles of incorporation or other constitutive documents
      (including any partnership, limited liability company or operating agreements)
      or by-laws of Holdings, the Borrower or any such Subsidiary Loan Party, (B)
      any
      applicable order of any court or any rule, regulation or order of any
      Governmental Authority or (C) any provision of any indenture, certificate of
      designation for preferred stock, agreement or other instrument to which
      Holdings, the Borrower or any such Subsidiary Loan Party is a party or by which
      any of them or any of their property is or may be bound, (ii) be in conflict
      with, result in a breach of or constitute (alone or with notice or lapse of
      time
      or both) a default under, give rise to a right of or result in any cancellation
      or acceleration of any right or obligation (including any payment) or to a
      loss
      of a material benefit under any such indenture, certificate of designation
      for
      preferred stock, agreement or other instrument, where any such conflict,
      violation, breach or default referred to in clause (i) or (ii) of this
      Section 3.02(b), would reasonably be expected to have, individually or in
      the aggregate a Material Adverse Effect, or (iii) result in the creation or
      imposition of any Lien upon or with respect to any property or assets now owned
      or hereafter acquired by Holdings, the Borrower or any such Subsidiary Loan
      Party, other than the Liens created by the Loan Documents and Permitted
      Liens.

     

    SECTION
      3.03. Enforceability.
      This
      Agreement has been duly executed and delivered by Holdings and the Borrower
      and
      constitutes, and each other Loan Document when executed and delivered by each
      Loan Party that is party thereto will constitute, a legal, valid and binding
      obligation of such Loan Party enforceable against each such Loan Party in
      accordance with its terms, subject to (i) the effects of bankruptcy, insolvency,
      moratorium, reorganization, fraudulent conveyance or other similar laws
      affecting creditors’ rights generally, (ii) general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) and (iii) implied covenants of good faith and fair
      dealing.

     

    SECTION
      3.04. Governmental
      Approvals.
      No
      action, consent or approval of, registration or filing with or any other action
      by any Governmental Authority or third party is or will be required in
      connection with the Transactions, the perfection or maintenance of the Liens
      created under the Security Documents or the exercise by any Agent or any Lender
      of its rights under the Loan Documents or the remedies in respect of the
      Collateral, except for (a) the filing of Uniform Commercial Code financing
      statements, (b) filings with the United States Patent and Trademark Office
      and
      the United States Copyright Office and comparable offices in foreign
      jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation
      of the Mortgages, (d) such as have been made or obtained and are in full force
      and effect, (e) such actions, consents and approvals the failure of which to
      be
      obtained or made would not reasonably be expected to have a Material Adverse
      Effect and (f) filings or other actions listed on Schedule 3.04.

     

    SECTION
      3.05. Financial
      Statements.
      xvii)
      The
      unaudited pro forma
      consolidated balance sheet and related consolidated statements of income and
      cash flows of the Borrower, together with its consolidated Subsidiaries
      (including the notes thereto) (the “Pro

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        
Forma
        Financial Statements”)
        and
pro forma
        adjusted
        EBITDA (the “Pro
        Forma Adjusted EBITDA”),
        for
        the fiscal year ending December 31, 2005, copies of which have heretofore
        been furnished to each Lender (via inclusion in the Information Memorandum),
        have been prepared giving effect (as if such events had occurred on such
        date)
        to the Transactions. Each of the Pro Forma Financial Statements and the Pro
        Forma Adjusted EBITDA has been prepared in good faith based on assumptions
        believed by the Borrower to have been reasonable as of the date of delivery
        thereof (it being understood that such assumptions are based on good faith
        estimates of certain items and that the actual amount of such items on the
        Closing Date is subject to change), and presents fairly in all material respects
        on a Pro Forma Basis the estimated financial position of the Borrower and
        its
        consolidated Subsidiaries as at December 31, 2005, assuming that the
        Transactions had actually occurred at such date, and the results of operations
        of Borrower and its consolidated subsidiaries for the twelve-month period
        ended
        December 31, 2005, assuming that the Transactions had actually occurred on
        the first day of such twelve-month period.

    

     

    (b) The
      audited combined balance sheets of the Target as at the end of the 2003, 2004
      and 2005 fiscal years (which fiscal years ended, in each case, on the Saturday
      nearest the end of such calendar year), and the related audited combined
      statements of income, stockholders’ equity, and cash flows for such fiscal
      years, reported on by and accompanied by a report from Ernst & Young, copies
      of which have heretofore been furnished to each Lender, present fairly in all
      material respects the combined financial position of the Target as at such
      date
      and the combined results of operations, stockholders’ equity, and cash flows of
      the Target for the years then ended.

     

    SECTION
      3.06. No
      Material Adverse Effect.
      Since
      December 31, 2005, there has been no event, development or circumstance
      that has or would reasonably be expected to have a Material Adverse
      Effect.

     

    SECTION
      3.07. Title
      to Properties; Possession Under Leases.
      xviii)  Each
      of Holdings, the Borrower and the Subsidiaries has valid fee simple title to,
      or
      valid leasehold interests in, or easements or other limited property interests
      in, all its Real Properties (including all Mortgaged Properties) and has valid
      title to its personal property and assets, in each case, except for Permitted
      Liens and except for defects in title that do not materially interfere with
      its
      ability to conduct its business as currently conducted or to utilize such
      properties and assets for their intended purposes and except where the failure
      to have such title would not reasonably be expected to have, individually or
      in
      the aggregate, a Material Adverse Effect. All such properties and assets are
      free and clear of Liens, other than Permitted Liens.

     

    (b) Each
      of
      the Borrower and the Subsidiaries has complied with all obligations under all
      leases to which it is a party, except where the failure to comply would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect, and all such leases are in full force and effect, except leases
      in respect of which the failure to be in full force and effect would not
      reasonably be expected to have a Material Adverse Effect. Except as set forth
      on
      Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful
      and
      undisturbed possession under all such leases, other than leases in respect
      of
      which the failure to enjoy peaceful and undisturbed possession would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect.

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

    (c) Each
      of
      the Borrower and the Subsidiaries owns or possesses, or is licensed to use,
      all
      patents, trademarks, service marks, trade names and copyrights, all applications
      for any of the foregoing and all licenses and rights with respect to any of
      the
      foregoing necessary for the present conduct of its business, without any
      conflict (of which the Borrower has been notified in writing) with the rights
      of
      others, and free from any burdensome restrictions on the present conduct of
      the
      Target, except where such conflicts and restrictions would not reasonably be
      expected to have, individually or in the aggregate, a Material Adverse Effect
      or
      except as set forth on Schedule 3.07(c).

     

    (d) As
      of the
      Closing Date, none of the Borrower or the Subsidiaries has received any notice
      of any pending or contemplated condemnation proceeding affecting any material
      portion of the Mortgaged Properties or any sale or disposition thereof in lieu
      of condemnation that remains unresolved as of the Closing Date.

     

    (e) None
      of
      the Borrower or the Subsidiaries is obligated on the Closing Date under any
      right of first refusal, option or other contractual right to sell, assign or
      otherwise dispose of any Mortgaged Property or any interest therein, except
      as
      permitted by Section 6.02 or 6.05.

     

    SECTION
      3.08. Subsidiaries.
      xix)  Schedule 3.08(a)
      sets
      forth as of the Closing Date the name and jurisdiction of incorporation,
      formation or organization of each direct and indirect subsidiary of Holdings
      and, as to each such subsidiary, the percentage of each class of Equity
      Interests owned by Holdings or by any such subsidiary.

     

    (b) As
      of the
      Closing Date, there are no outstanding subscriptions, options, warrants, calls,
      rights or other agreements or commitments (other than stock options granted
      to
      employees or directors and directors’ qualifying shares) of any nature relating
      to any Equity Interests of Holdings, the Borrower or any of the Subsidiaries,
      except rights of employees to purchase Equity Interests of Holdings in
      connection with the Transactions or as set forth on Schedule 3.08(b).
      

     

    SECTION
      3.09. Litigation;
      Compliance with Laws.
      xx)  There
      are no actions, suits or proceedings at law or in equity or, to the knowledge
      of
      the Borrower, investigations by or on behalf of any Governmental Authority
      or in
      arbitration now pending, or, to the knowledge of Holdings or the Borrower,
      threatened in writing against or affecting Holdings or the Borrower or any
      of
      the Subsidiaries or any business, property or rights of any such person which
      would reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect.

     

    (b) None
      of
      Holdings, the Borrower, the Subsidiaries and their respective properties or
      assets is in violation of (nor will the continued operation of their material
      properties and assets as currently conducted violate) any law, rule or
      regulation (including any zoning, building, ordinance, code or approval or
      any
      building permit, but excluding any Environmental Laws, which are subject to
      Section 3.16) or any restriction of record or agreement affecting any
      Mortgaged Property, or is in default with respect to any judgment, writ,
      injunction or decree of any Governmental Authority, where such violation or
      default would reasonably be expected to have, individually or in the aggregate,
      a Material Adverse Effect. 

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

    SECTION
      3.10. Federal
      Reserve Regulations.
      xxi)  None
      of Holdings, the Borrower or the Subsidiaries is engaged principally, or as
      one
      of its important activities, in the business of extending credit for the purpose
      of purchasing or carrying Margin Stock.

     

    (b) No
      part
      of the proceeds of any Loan will be used, whether directly or indirectly, and
      whether immediately, incidentally or ultimately, (i) to purchase or carry Margin
      Stock or to extend credit to others for the purpose of purchasing or carrying
      Margin Stock or to refund indebtedness originally incurred for such purpose,
      or
      (ii) for any purpose that entails a violation of, or that is inconsistent with,
      the provisions of the Regulations of the Board, including Regulation U or
      Regulation X.

     

    SECTION
      3.11. Investment
      Company Act.
      None of
      Holdings, the Borrower and the Subsidiaries is an “investment company” as
      defined in, or subject to regulation under, the Investment Company Act of 1940,
      as amended.

     

    SECTION
      3.12. Use
      of
      Proceeds.
      The
      Borrower will use the proceeds of the Revolving Facility Loans and Swingline
      Loans, and may request the issuance of Letters of Credit, solely for general
      corporate purposes (including, without limitation, for Permitted Business
      Acquisitions) and, in the case of up to $30.0 million of Revolving Facility
      Loans made on the Closing Date, to fund a portion of the consideration for
      the
      Acquisition. The Borrower will use the proceeds of the Term B Loans (a) to
      fund a portion of the merger consideration for the Acquisition, (b) to
      refinance the Refinanced Indebtedness and (c) to pay the Transaction
      Expenses.

     

    SECTION
      3.13. Tax
      Returns.
      Except
      as set forth on Schedule 3.13:
      

     

    (a) Except
      as
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, (i) each of Holdings, the Borrower and the Subsidiaries
      has filed or caused to be filed all federal, state, local and non-U.S. Tax
      returns required to have been filed by it and (ii) taken as a whole, and each
      such Tax return is true and correct;

     

    (b) Each
      of
      Holdings, the Borrower and the Subsidiaries has timely paid or caused to be
      timely paid all Taxes shown to be due and payable by it on the returns referred
      to in clause (a) and all other Taxes or assessments (or made adequate
      provision (in accordance with GAAP) for the payment of all Taxes due) with
      respect to all periods or portions thereof ending on or before the Closing
      Date
      (except Taxes or assessments that are being contested in good faith by
      appropriate proceedings in accordance with Section 5.03 and for which
      Holdings, the Borrower or any of the Subsidiaries (as the case may be) has
      set
      aside on its books adequate reserves in accordance with GAAP), which Taxes,
      if
      not paid or adequately provided for, would, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect; and

     

    (c) Other
      than as would not be, individually or in the aggregate, reasonably expected
      to
      have a Material Adverse Effect: as of the Closing Date, with respect to each
      of
      Holdings, the Borrower and the Subsidiaries, (i) there are no claims being
      asserted in writing with respect to any Taxes, (ii) no presently effective
      waivers or extensions of statutes of limitation with respect to
      Taxes

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     have
      been given or requested and (iii) no Tax returns are being examined by, and
      no
      written notification of intention to examine has been received from, the
      Internal Revenue Service or any other Taxing authority.

     

    SECTION
      3.14. No
      Material Misstatements.
      xxii)  All
      written information (other than the Projections, estimates and information
      of a
      general economic nature or general industry nature) (the “Information”)
      concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any
      other transactions contemplated hereby included in the Information Memorandum
      or
      otherwise prepared by or on behalf of the foregoing or their representatives
      and
      made available to any Lenders or the Administrative Agent in connection with
      the
      Transactions or the other transactions contemplated hereby, when taken as a
      whole, was true and correct in all material respects, as of the date such
      Information was furnished to the Lenders and as of the Closing Date and did
      not,
      taken as a whole, contain any untrue statement of a material fact as of any
      such
      date or omit to state a material fact necessary in order to make the statements
      contained therein, taken as a whole, not materially misleading in light of
      the
      circumstances under which such statements were made.

     

    (b) The
      Projections and estimates and information of a general economic nature prepared
      by or on behalf of the Borrower or any of its representatives and that have
      been
      made available to any Lenders or the Administrative Agent in connection with
      the
      Transactions or the other transactions contemplated hereby (i) have been
      prepared in good faith based upon assumptions believed by the Borrower to be
      reasonable as of the date thereof (it being understood that actual results
      may
      vary materially from the Projections), as of the date such Projections and
      estimates were furnished to the Lenders and as of the Closing Date, and (ii)
      as
      of the Closing Date, have not been modified in any material respect by the
      Borrower.

     

    SECTION
      3.15. Employee
      Benefit Plans.
      xxiii)  Except
      as would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect: (i) each Plan is in compliance in all material respects
      with the applicable provisions of ERISA and the Code; (ii) no Reportable Event
      has occurred during the past five years as to which the Borrower, Holdings,
      any
      of their Subsidiaries or any ERISA Affiliate was required to file a report
      with
      the PBGC, other than reports that have been filed; (iii) no Plan has any
      Unfunded Pension Liability in excess of $20.0 million; (iv) no ERISA Event
      has
      occurred or is reasonably expected to occur; (v) none of Holdings, Borrower
      and
      the Subsidiaries has engaged in a “prohibited transaction” (as defined in
      Section 406 of ERISA and Code Section 4975) in connection with any employee
      pension benefit plan (as defined in Section 3(2) of ERISA) that would subject
      Holdings, Borrower or any subsidiary to tax; and (vi) none of the Borrower,
      Holdings, the Subsidiaries and the ERISA Affiliates (A) has received any written
      notification that any Multiemployer Plan is in reorganization or has been
      terminated within the meaning of Title IV of ERISA, or has knowledge that any
      Multiemployer Plan is reasonably expected to be in reorganization or to be
      terminated or (B) has incurred or is reasonably expected to incur any withdrawal
      liability to any Multiemployer Plan.

     

    (b) Each
      of
      Holdings, the Borrower and the Subsidiaries is in compliance (i) with all
      applicable provisions of law and all applicable regulations and published
      interpretations thereunder with respect to any employee pension benefit plan
      or
      other employee benefit plan governed by the laws of a jurisdiction other than
      the United States and (ii) with the terms of any such plan, except, in each
      case, for

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        
such
        noncompliance that would not reasonably be expected to have a Material Adverse
        Effect.

    

     

    (c) Except
      as
      would not reasonably be expected to result in a Material Adverse Effect, there
      are no pending, or to the knowledge of the Borrower, threatened claims (other
      than claims for benefits in the normal course), sanctions, actions or lawsuits,
      asserted or instituted against any Plan or any person as fiduciary or sponsor
      of
      any Plan that could result in liability to Holdings, Borrower, any Subsidiaries
      or the ERISA Affiliates.

     

    (d) Within
      the last five years, no Plan of Holdings, Borrower, any Subsidiaries or the
      ERISA Affiliates has been terminated, whether or not in a “standard termination”
as that term is used in Section 404(b)(1) of ERISA, that would reasonably be
      expected to result in liability to Holdings, Borrower, any Subsidiaries of
      the
      ERISA Affiliates in excess of $20.0 million, nor has any Plan of Holdings,
      Borrower, any Subsidiaries or the ERISA Affiliates (determined at any time
      within the past five years) with Unfunded Pension Liabilities been transferred
      outside of the “controlled group” (with the meaning of Section 4001(a)(14) of
      ERISA) of Holdings, Borrower, any Subsidiaries or the ERISA Affiliates that
      has
      or would reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      3.16. Environmental
      Matters.
      Except
      as set forth in Schedule 3.16 and except as to matters that would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect: (i) no written notice, request for information, order, complaint
      or penalty has been received by the Borrower or any of its Subsidiaries, and
      there are no judicial, administrative or other actions, suits or proceedings
      pending or, to the Borrower’s knowledge, threatened which allege a violation of
      or liability under any Environmental Laws, in each case relating to the Borrower
      or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries
      has
      all environmental permits, licenses and other approvals necessary for its
      operations to comply with all applicable Environmental Laws and is, and during
      the term of all applicable statutes of limitation, has been, in compliance
      with
      the terms of such permits, licenses and other approvals and with all other
      applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous
      Material is located at, on or under any property currently owned, operated
      or
      leased by the Borrower or any of its Subsidiaries that would reasonably be
      expected to give rise to any cost, liability or obligation of the Borrower
      or
      any of its Subsidiaries under any Environmental Laws, and no Hazardous Material
      has been generated, owned, treated, stored, handled or controlled by the
      Borrower or any of its Subsidiaries and transported to or Released at any
      location in a manner that would reasonably be expected to give rise to any
      cost,
      liability or obligation of the Borrower or any of its Subsidiaries under any
      Environmental Laws and (iv) there are no agreements in which the Borrower or
      any
      of its Subsidiaries has expressly assumed or undertaken responsibility for
      any
      known or reasonably likely liability or obligation of any other person arising
      under or relating to Environmental Laws, which in any such case has not been
      made available to the Administrative Agent prior to the date
      hereof.

     

    SECTION
      3.17. Security
      Documents.
      xxiv)  The
      Collateral Agreement is effective to create in favor of the Administrative
      Agent
      (for the benefit of the Secured Parties) a legal, valid and enforceable fully
      perfected first priority security interest in the Collateral described therein
      and proceeds thereof. In the case of the Pledged Collateral described in the
      Collateral Agreement, when certificates or

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        
promissory
        notes, as applicable, representing such Pledged Collateral are delivered
        to the
        Administrative Agent, and in the case of the other Collateral described in
        the
        Collateral Agreement (other than the Intellectual Property (as defined in
        the
        Collateral Agreement)), when financing statements and other filings specified
        in
        the Perfection Certificate are filed in the offices specified in the Perfection
        Certificate, the Administrative Agent (for the benefit of the Secured Parties)
        shall have a fully perfected first priority Lien on, and security interest
        in,
        all right, title and interest of the Loan Parties in such Collateral and,
        subject to Section 9-315 of the New York Uniform Commercial Code, the
        proceeds thereof, as security for the Obligations to the extent perfection
        can
        be obtained by filing Uniform Commercial Code financing statements, in each
        case
        prior and superior in right to any other person (except, in the case of
        Collateral other than Pledged Collateral and Permitted
        Liens).

    

     

     

    (b) When
      the
      Collateral Agreement or a summary thereof is properly filed in the United States
      Patent and Trademark Office and the United States Copyright Office, and, with
      respect to Collateral in which a security interest cannot be perfected by such
      filings, upon the proper filing of the financing statements referred to in
      paragraph (a) above, the Administrative Agent (for the benefit of the
      Secured Parties) shall have a fully perfected first priority Lien on, and
      security interest in, all right, title and interest of the Loan Parties
      thereunder in all domestic Intellectual Property, in each case prior and
      superior in right to any other person (it being understood that subsequent
      recordings in the United States Patent and Trademark Office and the United
      States Copyright Office may be necessary to perfect a lien on registered
      trademarks and patents, trademark and patent applications and registered
      copyrights acquired by the grantors after the Closing Date) (except Permitted
      Liens).

     

    (c) Each
      Foreign Pledge Agreement, if any, shall be effective to create in favor of
      the
      Administrative Agent, for the benefit of the Secured Parties, a legal, valid
      and
      enforceable fully perfected first priority security interest in the Collateral
      described therein and proceeds thereof to the fullest extent permissible under
      applicable law. In the case of the Pledged Collateral described in a Foreign
      Pledge Agreement, when certificates representing such Pledged Collateral (if
      any) are delivered to the Administrative Agent (for the benefit of the Secured
      Parties) shall have a fully perfected Lien on, and security interest in, all
      right, title and interest of the Loan Parties in such Collateral and the
      proceeds thereof, as security for the Obligations, in each case prior and
      superior in right to any other person.

     

    (d) Notwithstanding
      anything herein (including this Section 3.17) or in any other Loan Document
      to
      the contrary, other than to the extent set forth in the applicable Foreign
      Pledge Agreements, no Borrower or any other Loan Party makes any representation
      or warranty as to the effects of perfection or non-perfection, the priority
      or
      the enforceability of any pledge of or security interest in any Equity Interests
      of any Foreign Subsidiary that is not a Loan Party, or as to the rights and
      remedies of the Agents or any Lender with respect thereto, under foreign
      law.

     

    SECTION
      3.18. Location
      of Real Property and Leased Premises.
      xxv)  The
      Perfection Certificate completely and correctly sets forth and identifies,
      in
      all material respects, as of the Closing Date all material Real Property owned
      by Holdings, the Borrower and the Subsidiary Loan Parties and the addresses
      thereof. As of the Closing Date, Holdings, the Borrower and the Subsidiary
      Loan
      Parties own in fee all the Real Property set forth as being owned by them on
      such schedules to the Perfection Certificate.

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

    (b) The
      Perfection Certificate completely and correctly sets forth and identifies,
      in
      all material respects, as of the Closing Date, all material Real Property leased
      by Holdings, the Borrower and the Subsidiary Loan Parties and the addresses
      thereof and the leases pursuant to which the Real Property is leased. As of
      the
      Closing Date, Holdings, the Borrower and the Subsidiary Loan Parties have in
      all
      material respects valid leases in all the Real Property set forth as being
      leased by them on such schedules to the Perfection Certificate.

     

    SECTION
      3.19. Solvency.
      xxvi)  Immediately
      after giving effect to the Transactions on the Closing Date, (i) the fair value
      of the assets of the Borrower (individually) and Holdings, the Borrower and
      its
      Subsidiaries on a consolidated basis, at a fair valuation, will exceed the
      debts
      and liabilities, direct, subordinated, unmatured, unliquidated, contingent
      or
      otherwise, of the Borrower (individually) and Holdings, the Borrower and its
      Subsidiaries on a consolidated basis, respectively; (ii) the present fair
      saleable value of the property of the Borrower (individually) and Holdings,
      the
      Borrower and its Subsidiaries on a consolidated basis will be greater than
      the
      amount that will be required to pay the probable liability of the Borrower
      (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated
      basis, respectively, on their debts and other liabilities, direct, subordinated,
      unmatured, unliquidated, contingent or otherwise, as such debts and other
      liabilities become absolute and matured; (iii) the Borrower (individually)
      and
      Holdings, the Borrower and its Subsidiaries on a consolidated basis will be
      able
      to pay their debts and liabilities, direct, subordinated, contingent or
      otherwise, as such debts and liabilities become absolute and matured; and (iv)
      the Borrower (individually) and Holdings, the Borrower and its Subsidiaries
      on a
      consolidated basis will not have unreasonably small capital with which to
      conduct the businesses in which they are engaged as such businesses are now
      conducted and are proposed to be conducted following the Closing
      Date.

     

    (b) On
      the
      Closing Date, neither Holdings nor the Borrower intends to, and neither Holdings
      nor the Borrower believes that it or any of its subsidiaries will, incur debts
      beyond its ability to pay such debts as they mature, taking into account the
      timing and amounts of cash to be received by it or any such subsidiary and
      the
      timing and amounts of cash to be payable on or in respect of its Indebtedness
      or
      the Indebtedness of any such subsidiary.

     

    SECTION
      3.20. Labor
      Matters.
      Except
      as, individually or in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect: (a) there are no strikes or other labor disputes
      pending or threatened against Holdings, the Borrower or any of the Subsidiaries;
      (b) the hours worked and payments made to employees of Holdings, the Borrower
      and the Subsidiaries have not been in violation of the Fair Labor Standards
      Act
      or any other applicable law dealing with such matters; and (c) all payments
      due
      from Holdings, the Borrower or any of the Subsidiaries or for which any claim
      may be made against Holdings, the Borrower or any of the Subsidiaries, 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 Holdings, the Borrower
      or such Subsidiary to the extent required by GAAP. Except as, individually
      or in
      the aggregate, would not reasonably be expected to have a Material Adverse
      Effect, the consummation of the Transactions will not give rise to a right
      of
      termination or right of renegotiation on the part of any union under any
      material collective bargaining agreement to which Holdings, the Borrower or
      any
      of the Subsidiaries (or any predecessor) is a party or by which Holdings, the
      Borrower or any of the Subsidiaries (or any predecessor) is bound.

     

    
      
        
        

      

      
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    SECTION
      3.21. Insurance.
      Schedule 3.21
      sets
      forth a true, complete and correct description of all material insurance
      maintained by or on behalf of Holdings, the Borrower or the Subsidiaries as
      of
      the Closing Date. As of such date, such insurance is in full force and effect.
      

     

    SECTION
      3.22. No
      Default.
      No
      Default or Event of Default has occurred and is continuing or would result
      from
      the consummation of the transactions contemplated by this Agreement or any
      other
      Loan Document. 

     

    SECTION
      3.23. Intellectual
      Property; Licenses, Etc.
      Except
      as
      would not reasonably be expected to have a Material Adverse Effect and as set
      forth in Schedule 3.23, (a) the Borrower and each of its Subsidiaries owns,
      or
      possesses the right to use, all of the patents, patent rights, trademarks,
      service marks, trade names, copyrights, mask works, domain names, and any and
      all applications or registrations for any of the foregoing (collectively,
“Intellectual
      Property Rights”)
      that
      are reasonably necessary for the operation of their respective businesses,
      without conflict with the rights of any other person, (b) to the best knowledge
      of the Borrower, neither the Borrower nor its Subsidiaries nor any intellectual
      property right, proprietary right, product, process, method, substance, part,
      or
      other material now employed, sold or offered by or contemplated to be employed,
      sold or offered by the Borrower or its Subsidiaries, is interfering with,
      infringing upon, misappropriating or otherwise violating any intellectual
      property rights of any person, and (c) no claim or litigation regarding any
      of
      the foregoing is pending or, to the best knowledge of the Borrower, threatened.
      

     

    SECTION
      3.24. Senior
      Debt.
      The
      Obligations constitute “Senior Debt” (or the equivalent thereof) and “Designated
      Senior Debt” (or the equivalent thereof) under the Senior Subordinated Notes
      Indenture and under the documentation governing any other Indebtedness permitted
      to be incurred hereunder constituting subordinated Indebtedness or any Permitted
      Refinancing Indebtedness in respect of the Senior Subordinated Notes or such
      other Indebtedness permitted to be incurred hereunder constituting subordinated
      Indebtedness.

     

    ARTICLE
      IV

     

    Conditions
      of Lending

     

    The
      obligations of (a) the Lenders (including the Swingline Lender) to make Loans
      and (b) any Issuing Bank to issue Letters of Credit or increase the stated
      amounts of Letters of Credit hereunder (each, a “Credit
      Event”)
      are
      subject to the satisfaction of the following conditions:

     

    SECTION
      4.01. All
      Credit Events.
      On the
      date of each Borrowing and on the date of each issuance, amendment, extension
      or
      renewal of a Letter of Credit:

     

    (a) The
      Administrative Agent shall have received, in the case of a Borrowing, a
      Borrowing Request as required by Section 2.03 (or a Borrowing Request shall
      have been deemed given in accordance with the last paragraph of
      Section 2.03) or, in the case of the issuance of a Letter of Credit, the
      applicable Issuing Bank and the Administrative Agent shall have received a
      notice

     

    
      
        
        

      

      
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    requesting
      the issuance of such Letter of Credit as required by
      Section 2.05(b).

     

    (b) (i)
      In
      the case of each Credit Event that occurs on the Closing Date, the conditions
      in
      Section 8.2(a)of the Acquisition Agreement (but only with respect to
      representations and warranties that are material to the interests of the
      Lenders) shall be satisfied, and the representations and warranties made in
      Sections 3.01(b) and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true
      and
      correct in all material respects; and (ii) in the case of each other Credit
      Event, the representations and warranties set forth in the Loan Documents shall
      be true and correct in all material respects as of such date (other than an
      amendment, extension or renewal of a Letter of Credit without any increase
      in
      the stated amount of such Letter of Credit), as applicable, with the same effect
      as though made on and as of such date, except to the extent such representations
      and warranties expressly relate to an earlier date (in which case such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date).

     

    (c) In
      the
      case of each Credit Event that occurs after the Closing Date, at the time of
      and
      immediately after such Borrowing or issuance, amendment, extension or renewal
      of
      a Letter of Credit (other than an amendment, extension or renewal of a Letter
      of
      Credit without any increase in the stated amount of such Letter of Credit),
      as
      applicable, no Event of Default or Default shall have occurred and be continuing
      or would result therefrom.

     

    Each
      such
      Borrowing and each issuance, amendment, extension or renewal of a Letter of
      Credit shall be deemed to constitute a representation and warranty by the
      Borrower on the date of such Borrowing, issuance, amendment, extension or
      renewal as applicable, as to the matters specified in paragraphs (b) and
      (c) of this Section 4.01.

     

    SECTION
      4.02. First
      Credit Event.
      On the
      Closing Date (which shall in no event be a date that occurs after December
      28,
      2006):

     

    (a) The
      Administrative Agent (or its counsel) shall have received from each party hereto
      either (i) a counterpart of this Agreement signed on behalf of such party or
      (ii) written evidence satisfactory to the Administrative Agent (which may
      include telecopy transmission of a signed signature page of this Agreement)
      that
      such party has signed a counterpart of this Agreement. 

     

    (b) The
      Administrative Agent shall have received, on behalf of itself, the Lenders
      and
      each Issuing Bank on the Closing Date, a favorable written opinion of
      (i) Wachtell, Lipton, Rosen & Katz, special counsel for the Loan
      Parties, in form and substance reasonably satisfactory to the Administrative
      Agent, (ii) Jeff Thompson, in-house counsel for the Loan Parties, in form and
      substance reasonably satisfactory to the Administrative Agent and (iii) local
      counsel reasonably satisfactory to the Administrative Agent as specified on
      Schedule 4.02(b),
      in each
      case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the
      Closing Date, the Administrative Agent and the Lenders and (C) in form and
      substance reasonably satisfactory to the Administrative Agent

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     and
      covering such other matters relating to the Loan Documents as the Administrative
      Agent shall reasonably request.

     

    (c) The
      Administrative Agent shall have received in the case of each Loan Party each
      of
      the items referred to in clauses (i), (ii), (iii) and (iv)
      below:

     

    (i) a
      copy of
      the certificate or articles of incorporation, certificate of limited partnership
      or certificate of formation, including all amendments thereto, of each Loan
      Party, (A) in the case of a corporation, certified as of a recent date by the
      Secretary of State (or other similar official) of the jurisdiction of its
      organization, and a certificate as to the good standing (to the extent such
      concept or a similar concept exists under the laws of such jurisdiction) of
      each
      such Loan Party as of a recent date from such Secretary of State (or other
      similar official) or (B) in the case of a partnership or limited liability
      company, certified by the Secretary or Assistant Secretary of each such Loan
      Party;

     

    (ii) a
      certificate of the Secretary or Assistant Secretary or similar officer of each
      Loan Party dated the Closing Date and certifying

     

    (A) that
      attached thereto is a true and complete copy of the by-laws (or partnership
      agreement, limited liability company agreement or other equivalent governing
      documents) of such Loan Party as in effect on the Closing Date and at all times
      since a date prior to the date of the resolutions described in clause (B)
      below,

     

    (B) that
      attached thereto is a true and complete copy of resolutions duly adopted by
      the
      Board of Directors (or equivalent governing body) of such Loan Party (or its
      managing general partner or managing member) authorizing the execution, delivery
      and performance of the Loan Documents to which such person is a party and,
      in
      the case of the Borrower, the borrowings hereunder, and that such resolutions
      have not been modified, rescinded or amended and are in full force and effect
      on
      the Closing Date,

     

    (C) that
      the
      certificate or articles of incorporation, certificate of limited partnership
      or
      certificate of formation of such Loan Party has not been amended since the
      date
      of the last amendment thereto disclosed pursuant to clause (i)
      above,

     

    (D) as
      to the
      incumbency and specimen signature of each officer executing any Loan Document
      or
      any other document delivered in connection herewith on behalf of such Loan
      Party
      and

     

    (E) as
      to the
      absence of any pending proceeding for the dissolution or liquidation of such
      Loan Party or, to the knowledge of such person, threatening the existence of
      such Loan Party;

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

    (iii) a
      certificate of a director or another officer as to the incumbency and specimen
      signature of the Secretary or Assistant Secretary or similar officer executing
      the certificate pursuant to clause (ii) above; and

     

    (iv) such
      other documents as the Administrative Agent, the Lenders and any Issuing Bank
      on
      the Closing Date may reasonably request (including without limitation, tax
      identification numbers and addresses).

     

    (d) The
      elements of the Collateral and Guarantee Requirement required to be satisfied
      on
      the Closing Date shall have been satisfied (other than in the case of any
      security interest in the intended Collateral or any deliverable related to
      the
      perfection of security interests in the intended Collateral (other than any
      Collateral the security interest in which may be perfected by the filing of
      a
      UCC financing statement or the delivery of stock certificates and the security
      agreement giving rise to the security interest therein) that is not provided
      on
      the Closing Date after the Borrower’s use of commercially reasonable efforts to
      do so, which such security interest or deliverable shall be delivered within
      the
      time periods specified with respect thereto in Schedule 4.02(d)) and the
      Administrative Agent shall have received a completed Perfection Certificate
      dated the Closing Date and signed by a Responsible Officer of the Borrower,
      together with all attachments contemplated thereby, and the results of a search
      of the Uniform Commercial Code (or equivalent) filings made with respect to
      the
      Loan Parties in the jurisdictions contemplated by the Perfection Certificate
      and
      copies of the financing statements (or similar documents) disclosed by such
      search and evidence reasonably satisfactory to the Administrative Agent that
      the
      Liens indicated by such financing statements (or similar documents) are
      Permitted Liens or have been released.

     

    (e) The
      Acquisition shall have been consummated or shall be consummated simultaneously
      with or immediately following the closing under this Agreement in accordance
      with the terms and conditions of the Acquisition as set forth in the Acquisition
      Documents, without material amendment, supplement, modification or waiver
      thereof which is materially adverse to the Lenders without the prior written
      consent of the Joint Lead Arrangers.

     

    (f) The
      Equity Financing shall have been consummated.

     

    (g) The
      Borrower shall have received gross cash proceeds of (i) $750.0 million from
      the
      issuance of the Second Lien Notes or from senior unsecured bridge term loans
      and
      (ii) $425.0 million from the issuance of the Senior Subordinated Notes or from
      senior subordinated bridge term loans.

     

    (h) The
      terms
      and conditions of the Second Lien Notes and the Senior Subordinated Notes
      (including terms and conditions relating to the interest rate, fees,
      amortization, maturity, subordination (in the case of the Senior Subordinated
      Notes), security (in the case of the Second Lien Notes), covenants, defaults
      and
      remedies) shall be as set forth in the Second Lien Notes Offering Memorandum
      and
      the Senior Subordinated Notes Indenture or otherwise reasonably satisfactory
      to
      the Administrative Agent.

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

    (i) All
      amounts due or outstanding in respect of the Existing Credit Agreement shall
      have been (or substantially simultaneously with the closing under this Agreement
      shall be) paid in full, all commitments in respect thereof terminated and all
      guarantees thereof and security therefore discharged and released, and the
      Administrative Agent shall have received reasonably satisfactory evidence
      thereof. 

     

    (j) The
      Lenders shall have received the financial statements referred to in
      Section 3.05.

     

    (k) On
      the
      Closing Date, after giving effect to the Transactions and the other transactions
      contemplated hereby, Holdings shall have outstanding no Indebtedness and the
      Borrower and the Subsidiaries shall have outstanding no Indebtedness other
      than
      (i) the Loans and other extensions of credit under this Agreement, (ii) the
      Second Lien Notes or senior unsecured bridge term loans, (iii) the Senior
      Subordinated Notes or senior subordinated bridge term loans and (iv) other
      Indebtedness permitted pursuant to Section 6.01.

     

    (l) The
      Lenders shall have received a solvency certificate substantially in the form
      of
Exhibit B
      and
      signed by the Chief Financial Officer of the Borrower confirming the solvency
      of
      Borrower and its Subsidiaries on a consolidated basis after giving effect to
      the
      Transactions on the Closing Date. 

     

    (m) The
      Agents shall have received all fees payable thereto or to any Lender on or
      prior
      to the Closing Date and, to the extent invoiced, all other amounts due and
      payable pursuant to the Loan Documents on or prior to the Closing Date,
      including, to the extent invoiced, reimbursement or payment of all reasonable
      out-of-pocket expenses (including reasonable fees, charges and disbursements
      of
      Latham & Watkins LLP) required to be reimbursed or paid by the Loan Parties
      hereunder or under any Loan Document.

     

    (n) The
      Administrative Agent shall have received all insurance certificates satisfying
      the requirements of Section 5.02 of this Agreement. The Administrative Agent
      shall have received all documentation and other information required by
      regulatory authorities under applicable “know your customer” and anti-money
      laundering rules and regulations, including without limitation, the USA PATRIOT
      Act.

     

    For
      purposes of determining compliance with the conditions specified in this Section
      4.02, each Lender shall be deemed to have consented to, approved or accepted
      or
      to be satisfied with each document or other matter required thereunder to be
      consented to or approved by or acceptable or satisfactory to the Lenders unless
      an officer of the Administrative Agent responsible for the transactions
      contemplated by the Loan Documents shall have received notice from such Lender
      prior to the Closing Date specifying its objection thereto and such Lender
      shall
      not have made available to the Administrative Agent such Lender’s ratable
      portion of the initial Borrowing.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    Affirmative
      Covenants

     

    The
      Borrower covenants and agrees with each Lender that so long as this Agreement
      shall remain in effect (other than in respect of contingent indemnification
      obligations for which no claim has been made) and until the Commitments have
      been terminated and the Obligations (including 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 and Bankers’
Acceptances have been canceled or have expired and all amounts drawn or paid
      thereunder have been reimbursed in full, unless the Required Lenders shall
      otherwise consent in writing, the Borrower will, and will cause each of the
      Material Subsidiaries to:

     

    SECTION
      5.01. Existence;
      Businesses and Properties.
      xxvii)  Do
      or cause to be done all things necessary to preserve, renew and keep in full
      force and effect its legal existence, except, in the case of a Subsidiary of
      the
      Borrower, where the failure to do so would not reasonably be expected to have
      a
      Material Adverse Effect, and except as otherwise expressly permitted under
      Section 6.05, and except for the liquidation or dissolution of Subsidiaries
      if the assets of such Subsidiaries to the extent they exceed estimated
      liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the
      Borrower in such liquidation or dissolution; provided,
      that
      Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not
      Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign
      Subsidiaries.

     

    (b) Except
      where the failure to do so would not reasonably be expected to have a Material
      Adverse Effect, do or cause to be done all things necessary to (i) lawfully
      obtain, preserve, renew, extend and keep in full force and effect the permits,
      franchises, authorizations, patents, trademarks, service marks, trade names,
      copyrights, licenses and rights with respect thereto necessary to the normal
      conduct of its business, (ii) comply in all material respects with all
      applicable laws, rules, regulations (including any zoning, building ordinance,
      code or approval or any building permits or any restrictions of record or
      agreements affecting the Mortgaged Properties) and judgments, writs,
      injunctions, decrees and orders of any Governmental Authority, whether now
      in
      effect or hereafter enacted, and (iii) at all times maintain and preserve all
      property necessary to the normal conduct of its business and keep such property
      in good repair, working order and condition and from time to time make, or
      cause
      to be made, all needful and proper repairs, renewals, additions, improvements
      and replacements thereto necessary in order that the business carried on in
      connection therewith, if any, may be properly conducted at all times (in each
      case except as expressly permitted by this Agreement).

     

    SECTION
      5.02. Insurance.
      xxviii)  Maintain,
      with financially sound and reputable insurance companies, insurance in such
      amounts and against such risks as are customarily maintained by similarly
      situated companies engaged in the same or similar businesses operating in the
      same or similar locations and cause the Administrative Agent to be listed as
      a
      co-loss payee on property and casualty policies and as an additional insured
      on
      liability policies.

     

    (b) With
      respect to any Mortgaged Properties, if at any time the area in which the
      Premises (as defined in the Mortgages) are located is designated a “flood hazard
      area” in any Flood Insurance Rate Map published by the Federal Emergency
      Management Agency

     

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        
(or
        any
        successor agency), obtain flood insurance in such reasonable total amount
        as the
        Administrative Agent may from time to time reasonably require, and otherwise
        comply with the National Flood Insurance Program as set forth in the Flood
        Disaster Protection Act of 1973, as it may be amended from time to
        time.

    

     

    (c) In
      connection with the covenants set forth in this Section 5.02, it is understood
      and agreed that:

     

    (i) none
      of
      the Administrative Agent, the Lenders, the Issuing Bank and their respective
      agents or employees shall be liable for any loss or damage insured by the
      insurance policies required to be maintained under this Section 5.02, it being
      understood that (A) the Loan Parties shall look solely to their insurance
      companies or any other parties other than the aforesaid parties for the recovery
      of such loss or damage and (B) such insurance companies shall have no rights
      of
      subrogation against the Administrative Agent, the Lenders, any Issuing Bank
      or
      their agents or employees. If, however, the insurance policies, as a matter
      of
      the internal policy of such insurer, do not provide waiver of subrogation rights
      against such parties, as required above, then each of Holdings and the Borrower,
      on behalf of itself and behalf of each of its subsidiaries, hereby agrees,
      to
      the extent permitted by law, to waive, and further agrees to cause each of
      their
      Subsidiaries to waive, its right of recovery, if any, against the Administrative
      Agent, the Lenders, any Issuing Bank and their agents and employees;
      and

     

    (ii) the
      designation of any form, type or amount of insurance coverage by the
      Administrative Agent under this Section 5.02 shall in no event be deemed a
      representation, warranty or advice by the Administrative Agent or the Lenders
      that such insurance is adequate for the purposes of the business of Holdings,
      the Borrower and the Subsidiaries or the protection of their
      properties.

     

    SECTION
      5.03. Taxes.
      Pay and
      discharge promptly when due all material Taxes 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 which, if unpaid, might
      give rise to a Lien upon such properties or any part thereof; provided,
      however,
      that
      such payment and discharge shall not be required with respect to any such Tax
      or
      claim so long as the validity or amount thereof shall be contested in good
      faith
      by appropriate proceedings, and Holdings, the Borrower or the affected
      Subsidiary, as applicable, shall have set aside on its books reserves in
      accordance with GAAP with respect thereto.

     

    SECTION
      5.04. Financial
      Statements, Reports, etc. Furnish
      to the Administrative Agent (which will promptly furnish such information to
      the
      Lenders):

     

    (a) Within
      90
      days (or, if applicable, such shorter period as the SEC shall specify for the
      filing of annual reports on Form 10-K), after the end of each fiscal year
      (commencing with the fiscal year ending December 30, 2006), a consolidated
      balance sheet and related statements of operations, cash flows and owners’
equity showing the financial position of the Borrower and its Subsidiaries
      as of
      the close of such fiscal year and the consolidated results of its operations
      during such year and, starting with the

     

    
      
        
        

      

      
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    fiscal
      year ending December 30, 2006, setting forth in comparative form the
      corresponding figures for the prior fiscal year, which consolidated balance
      sheet and related statements of operations, cash flows and owners’ equity shall
      be audited by independent public accountants of recognized national standing
      and
      accompanied by an opinion of such accountants (which opinion shall not be
      qualified as to scope of audit or as to the status of the Borrower or any
      Material Subsidiary as a going concern) to the effect that such consolidated
      financial statements fairly present, in all material respects, the financial
      position and results of operations of the Borrower and its Subsidiaries on
      a
      consolidated basis in accordance with GAAP (it being understood that the
      delivery by the Borrower of annual reports on Form 10-K of the Borrower and
      its
      consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a)
      to the extent such annual reports include the information specified
      herein);

     

    (b) within
      45
      days (or, if applicable, such shorter period as the SEC shall specify for the
      filing of quarterly reports on Form 10-Q) after the end of each of the first
      three fiscal quarters of each fiscal year (or, in the case of the first fiscal
      quarter for which quarterly financial statements are required to be delivered
      hereunder, within 75 days following the end of such fiscal quarter), for
      each of the first three fiscal quarters of each fiscal year, (i) a consolidated
      balance sheet and related statements of operations and cash flows showing the
      financial position of the Borrower and its Subsidiaries as of the close of
      such
      fiscal quarter and the consolidated results of its operations during such fiscal
      quarter and the then-elapsed portion of the fiscal year and setting forth in
      comparative form the corresponding figures for the corresponding periods of
      the
      prior fiscal year, and (ii) management’s discussion and analysis of significant
      operational and financial developments during such quarterly period, all of
      which shall be in reasonable detail and which consolidated balance sheet and
      related statements of operations and cash flows shall be certified by a
      Financial Officer of the Borrower on behalf of the Borrower as fairly
      presenting, in all material respects, the financial position and results of
      operations of the Borrower and its Subsidiaries on a consolidated basis in
      accordance with GAAP (subject to normal year-end audit adjustments and the
      absence of footnotes) (it being understood that the delivery by the Borrower
      of
      quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries
      shall satisfy the requirements of this Section 5.04(b) to the extent such
      quarterly reports include the information specified herein); 

     

    (c) (x)
      concurrently with any delivery of financial statements under paragraphs (a)
      or
      (b) above, a certificate of a Financial Officer of the Borrower (i) certifying
      that no Event of Default or Default has occurred or, if such an Event of Default
      or Default has occurred, specifying the nature and extent thereof and any
      corrective action taken or proposed to be taken with respect thereto, and (ii)
      commencing with the fiscal quarter ending September 30, 2006 (or December 30,
      2006 in order to effect any change in the Pricing Grid), setting forth
      computations in reasonable detail satisfactory to the Administrative Agent
      demonstrating compliance with the Financial Performance Covenant, (iii) setting
      forth the calculation and uses of the Cumulative Credit for the fiscal period
      then ended if the Borrower shall have used the Cumulative Credit for any purpose
      during such fiscal period, (iv) certifying a list of names of all Immaterial
      Subsidiaries, that each Subsidiary set forth on such list individually qualifies
      as an Immaterial Subsidiary and that all

     

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

     such
      Subsidiaries in the aggregate (together with all Unrestricted Subsidiaries)
      do
      not exceed the limitation set forth in clause (b) of the definition of the
      term
      Immaterial Subsidiary, and (v) certifying a list of names of all Unrestricted
      Subsidiaries, that each Subsidiary set forth on such list individually qualifies
      as an Unrestricted Subsidiary, and (z) concurrently with any delivery of
      financial statements under paragraph (a) above, if the accounting firm is not
      restricted from providing such a certificate by its policies of its national
      office, a certificate of the accounting firm opining on or certifying such
      statements stating whether they obtained knowledge during the course of their
      examination of such statements of any Default or Event of Default (which
      certificate may be limited to accounting matters and disclaim responsibility
      for
      legal interpretations);

     

    (d) promptly
      after the same become publicly available, copies of all periodic and other
      publicly available reports, proxy statements and, to the extent requested by
      the
      Administrative Agent, other materials filed by Holdings, the Borrower or any
      of
      the Subsidiaries with the SEC, or after an initial public offering, distributed
      to its stockholders generally, as applicable; provided, however, that such
      reports, proxy statements, filings and other materials required to be delivered
      pursuant to this clause (d) shall be deemed delivered for purposes of this
      Agreement when posted to the website of the Borrower;

     

    (e) within
      90
      days after the beginning of each fiscal year, a reasonably detailed consolidated
      annual budget for such fiscal year (including a projected consolidated balance
      sheet of the Borrower and its Subsidiaries as of the end of the following fiscal
      year, and the related consolidated statements of projected cash flow and
      projected income), including a description of underlying assumptions with
      respect thereto (collectively, the “Budget”),
      which
      Budget shall in each case be accompanied by the statement of a Financial Officer
      of the Borrower to the effect that the Budget is based on assumptions believed
      by such Financial Officer to be reasonable as of the date of delivery
      thereof;

     

    (f) upon
      the
      reasonable request of the Administrative Agent, an updated Perfection
      Certificate (or, to the extent such request relates to specified information
      contained in the Perfection Certificate, such information) reflecting all
      changes since the date of the information most recently received pursuant to
      this paragraph (f) or Section 5.10(f);

     

    (g) promptly,
      from time to time, such other information regarding the operations, business
      affairs and financial condition of Holdings, the Borrower or any of the
      Subsidiaries, or compliance with the terms of any Loan Document, or such
      consolidating financial statements as in each case the Administrative Agent
      may
      reasonably request (for itself or on behalf of any Lender); 

     

    (h) in
      the
      event that (i) in respect of the Second Lien Notes or the Senior Subordinated
      Notes, and any Refinancing Indebtedness with respect thereto, the rules and
      regulations of the SEC permit the Borrower, Holdings or any Parent Entity to
      report at Holdings’ or such Parent Entity’s level on a consolidated basis and
      (ii) Holdings or such Parent Entity, as the case may be, is not 

     

    
      
        
        

      

      
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    engaged
      in any business or activity, and does not own any assets or have other
      liabilities, other than those incidental to its ownership directly or indirectly
      of the capital stock of the Borrower and the incurrence of Indebtedness for
      borrowed money (and, without limitation on the foregoing, does not have any
      subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any
      direct or indirect parent companies of the Borrower that are not engaged in
      any
      other business or activity and do not hold any other assets or have any
      liabilities except as indicated above) such consolidated reporting at such
      Parent Entity’s level in a manner consistent with that described in paragraphs
      (a) and (b) of this Section 5.04 for the Borrower (together
      with a reconciliation showing the adjustments necessary to determine compliance
      by the Borrower and its Subsidiaries with the Financial Performance
      Covenant) will
      satisfy the requirements of such paragraphs;

     

    (i) promptly
      upon request by the Administrative Agent, copies of: (i) each Schedule B
      (Actuarial Information) to the most recent annual report (Form 5500 Series)
      filed with the Internal Revenue Service with respect to a Plan; (ii) the most
      recent actuarial valuation report for any Plan; (iii) all notices received
      from
      a Multiemployer Plan sponsor, a plan administrator or any governmental agency,
      or provided to any Multiemployer Plan by Holdings, the Borrower, a Subsidiary
      or
      any ERISA Affiliate, concerning an ERISA Event; and (iv) such other documents
      or
      governmental reports or filings relating to any Plan or Multiemployer Plan
      as
      the Administrative Agent shall reasonably request; and

     

    (j) promptly
      upon Holdings, Borrower or Subsidiaries becoming aware of any fact or condition
      which would reasonably be expected to result in an ERISA Event, Borrower shall
      deliver to Administrative Agent a summary of such facts and circumstances and
      any action it or Holdings or Subsidiaries intend to take regarding such facts
      or
      conditions.

     

    SECTION
      5.05. Litigation
      and Other Notices  .
      Furnish
      to the Administrative Agent (which will promptly thereafter furnish to the
      Lenders) written notice of the following promptly after any Responsible Officer
      of Holdings or the Borrower obtains actual knowledge thereof:

     

    (a) any
      Event
      of Default or Default, specifying the nature and extent thereof and the
      corrective action (if any) proposed to be taken with respect
      thereto;

     

    (b) the
      filing or commencement of, or any written threat or notice of intention of
      any
      person to file or commence, any action, suit or proceeding, whether at law
      or in
      equity or by or before any Governmental Authority or in arbitration, against
      Holdings, the Borrower or any of the Subsidiaries as to which an adverse
      determination is reasonably probable and which, if adversely determined, would
      reasonably be expected to have a Material Adverse Effect;

     

    (c) any
      other
      development specific to Holdings, the Borrower or any of the Subsidiaries that
      is not a matter of general public knowledge and that has had, or would
      reasonably be expected to have, a Material Adverse Effect; and

     

    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    

    (d) the
      development of any ERISA Event that, together with all other ERISA Events that
      have developed or occurred, would reasonably be expected to have a Material
      Adverse Effect.

     

    SECTION
      5.06. Compliance
      with Laws.
      Comply
      with all laws, rules, regulations and orders of any Governmental Authority
      applicable to it or its property, except where the failure to do so,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect; provided,
      that
      this Section 5.06 shall not apply to Environmental Laws, which are the
      subject of Section 5.09, or to laws related to Taxes, which are the subject
      of Section 5.03.

     

    SECTION
      5.07. Maintaining
      Records; Access to Properties and Inspections.
      Maintain all financial records in accordance with GAAP and permit any persons
      designated by the Administrative Agent or, upon the occurrence and during the
      continuance of an Event of Default, any Lender to visit and inspect the
      financial records and the properties of Holdings, the Borrower or any of the
      Subsidiaries at reasonable times, upon reasonable prior notice to Holdings
      or
      the Borrower, and as often as reasonably requested and to make extracts from
      and
      copies of such financial records, and permit any persons designated by the
      Administrative Agent or, upon the occurrence and during the continuance of
      an
      Event of Default, any Lender upon reasonable prior notice to Holdings or the
      Borrower to discuss the affairs, finances and condition of Holdings, the
      Borrower or any of the Subsidiaries with the officers thereof and independent
      accountants therefor (subject to reasonable requirements of confidentiality,
      including requirements imposed by law or by contract). 

     

    SECTION
      5.08. Use
      of
      Proceeds.
      Use the
      proceeds of the Revolving Facility Loans and the Swingline Loans and request
      issuance of Letters of Credit solely for general corporate purposes; and use
      the
      proceeds of the Term B Loans and up to $30.0 million of the Revolving Facility
      Loans to consummate the Acquisition and the other Transactions. 

     

    SECTION
      5.09. Compliance
      with Environmental Laws.
      Comply,
      and make reasonable efforts to cause all lessees and other persons occupying
      its
      properties to comply, with all Environmental Laws applicable to its operations
      and properties; and obtain and renew all material authorizations and permits
      required pursuant to Environmental Law for its operations and properties, in
      each case in accordance with Environmental Laws, except, in each case with
      respect to this Section 5.09, to the extent the failure to do so would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect.

     

    SECTION
      5.10. Further
      Assurances; Additional Security.
      xxix)  Execute
      any and all further documents, financing statements, agreements and instruments,
      and take all such further actions (including the filing and recording of
      financing statements, fixture filings, Mortgages and other documents and
      recordings of Liens in stock registries), that may be required under any
      applicable law, or that the Administrative Agent may reasonably request, to
      satisfy the Collateral and Guarantee Requirement and to cause the Collateral
      and
      Guarantee Requirement to be and remain satisfied, all at the expense of the
      Loan
      Parties and provide to the Administrative Agent, from time to time upon
      reasonable request, evidence reasonably satisfactory to the Administrative
      Agent
      as to the perfection and priority of the Liens created or intended to be created
      by the Security Documents.

     

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

    (b) If
      any
      asset (including any Real Property (other than Real Property covered by
      paragraph (c) below) or improvements thereto or any interest therein) that
      has an individual fair market value in an amount greater than $3.0 million
      is
      acquired by the Borrower or any other Loan Party after the Closing Date or
      owned
      by an entity at the time it becomes a Subsidiary Loan Party (in each case other
      than (x) assets constituting Collateral under a Security Document that
      become subject to the Lien of such Security Document upon acquisition thereof
      and (y) assets that are not required to become subject to Liens in favor of
      the
      Administrative Agent pursuant to Section 5.10(g) or the Security Documents)
      will
      (i) notify the Administrative Agent thereof, (ii) if such asset is comprised
      of
      Real Property, deliver to Administrative Agent an updated Schedule 1.01(b)
      reflecting the addition of such asset, and (iii) cause such asset to be
      subjected to a Lien securing the Obligations and take, and cause the Subsidiary
      Loan Parties to take, such actions as shall be necessary or reasonably requested
      by the Administrative Agent to grant and perfect such Liens, including actions
      described in paragraph (a) of this Section, all at the expense of the Loan
      Parties, subject to paragraph (g) below.

     

    (c) Promptly
      notify the Administrative Agent of the acquisition of and grant and cause each
      of the Subsidiary Loan Parties to grant to the Administrative Agent security
      interests and mortgages in such Real Property of the Borrower or any such
      Subsidiary Loan Parties as are not covered by the original Mortgages, to the
      extent acquired after the Closing Date and having a value at the time of
      acquisition in excess of $3.0 million pursuant to documentation substantially
      in
      the form of the Mortgages delivered to the Administrative Agent on the Closing
      Date or in such other form as is reasonably satisfactory to the Administrative
      Agent (each, an “Additional
      Mortgage”)
      and
      constituting valid and enforceable Liens subject to no other Liens except
      Permitted Liens, at the time of perfection thereof, record or file, and cause
      each such Subsidiary to record or file, the Additional Mortgage or instruments
      related thereto in such manner and in such places as is required by law to
      establish, perfect, preserve and protect the Liens in favor of the
      Administrative Agent required to be granted pursuant to the Additional Mortgages
      and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and
      other charges payable in connection therewith, in each case subject to
      paragraph (g) below. Unless otherwise waived by the Administrative Agent,
      with respect to each such Additional Mortgage, the Borrower shall deliver to
      the
      Administrative Agent contemporaneously therewith a title insurance policy,
      and a
      survey.

     

    (d) If
      any
      additional direct or indirect Subsidiary of the Borrower (following a Qualified
      IPO) is formed or acquired after the Closing Date (with any Subsidiary
      Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary
      being deemed to constitute the acquisition of a Subsidiary) and if such
      Subsidiary is a Subsidiary Loan Party, within five Business Days after the
      date
      such Subsidiary is formed or acquired, notify the Administrative Agent and
      the
      Lenders thereof and, within 20 Business Days after the date such Subsidiary
      is
      formed or acquired or such longer period as the Administrative Agent shall
      agree, cause the Collateral and Guarantee Requirement to be satisfied with
      respect to such Subsidiary and with respect to any Equity Interest in or
      Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject
      to paragraph (g) below.

     

    (e) If
      any
      additional Foreign Subsidiary of the Borrower is formed or acquired after the
      Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted
      Subsidiary becoming a Subsidiary being deemed to constitute the acquisition
      of a
      Subsidiary) and 

     

    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        
if
        such
        Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after
        the date such Foreign Subsidiary is formed or acquired, notify the
        Administrative Agent and the Lenders thereof and, within 20 Business Days
        after
        the date such Foreign Subsidiary is formed or acquired or such longer period
        as
        the Administrative Agent shall agree, cause the Collateral and Guarantee
        Requirement to be satisfied with respect to any Equity Interest in such Foreign
        Subsidiary owned by or on behalf of any Loan Party, subject to paragraph
        (g)
        below.

    

     

    (f) (i)
      Furnish to the Administrative Agent prompt written notice of any change (A)
      in
      any Loan Party’s corporate or organization name, (B) in any Loan Party’s
      identity or organizational structure or (C) in any Loan Party’s organizational
      identification number; provided,
      that
      the Borrower shall not effect or permit any such change unless all filings
      have
      been made, or will have been made within any statutory period, under the Uniform
      Commercial Code or otherwise that are required in order for the Administrative
      Agent to continue at all times following such change to have a valid, legal
      and
      perfected security interest in all the Collateral for the benefit of the Secured
      Parties and (ii) promptly notify the Administrative Agent if any material
      portion of the Collateral is damaged or destroyed.

     

    (g) The
      Collateral and Guarantee Requirement and the other provisions of this
      Section 5.10 need not be satisfied with respect to (i) any Real Property
      held by the Borrower or any of its Subsidiaries as a lessee under a lease,
      (ii)
      any vehicle, (iii) cash, deposit accounts and securities accounts, (iv) any
      Equity Interests acquired after the Closing Date (other than Equity Interests
      in
      the Borrower or, in the case of any person which is a Subsidiary, Equity
      Interests in such person issued or acquired after such person became a
      Subsidiary) in accordance with this Agreement if, and to the extent that, and
      for so long as (A) such Equity Interests constitute less than 100% of all
      applicable Equity Interests of such person and the person holding the remainder
      of such Equity Interests are not Affiliates, (B) doing so would violate
      applicable law or a contractual obligation binding on such Equity Interests
      and
      (C) with respect to contractual obligations, such obligation existed at the
      time
      of the acquisition thereof and was not created or made binding on such Equity
      Interests in contemplation of or in connection with the acquisition of such
      Subsidiary, (v) any assets acquired after the Closing Date, to the extent that,
      and for so long as, taking such actions would violate an enforceable contractual
      obligation binding on such assets that existed at the time of the acquisition
      thereof and was not created or made binding on such assets in contemplation
      or
      in connection with the acquisition of such assets (except in the case of assets
      acquired with Indebtedness permitted pursuant to Section 6.01(i) that is
      secured by a Permitted Lien) or (vi) those assets as to which the Administrative
      Agent shall reasonably determine that the costs of obtaining or perfecting
      such
      a security interest are excessive in relation to the value of the security
      to be
      afforded thereby; provided,
      that,
      upon the reasonable request of the Administrative Agent, the Borrower shall,
      and
      shall cause any applicable Subsidiary to, use commercially reasonable efforts
      to
      have waived or eliminated any contractual obligation of the types described
      in
      clauses (iv) and (v) above.

     

    SECTION
      5.11. Rating.
      Exercise commercially reasonable efforts to maintain corporate ratings from
      each
      of Moody’s and S&P for the Term B Loans.

     

    SECTION
      5.12. Compliance
      with Material Contracts.
      Perform
      and observe all of the terms and conditions of each material agreement to be
      performed or observed by it, maintain each such material agreement in full
      force
      and effect, enforce each such material

     

    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        
agreement
        in accordance with its terms, except where the failure to do so, either
        individually or in the aggregate, would not be reasonably likely to have
        a
        Material Adverse Effect.

    

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    The
      Borrower covenants and agrees with each Lender that, so long as this Agreement
      shall remain in effect (other than in respect of contingent indemnification
      obligations) and until the Commitments have been terminated and the Obligations
      (including 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 and Bankers’ Acceptances have been canceled or have
      expired and all amounts drawn or paid thereunder have been reimbursed in full,
      unless the Required Lenders shall otherwise consent in writing, the Borrower
      will not, and will not permit any of the Material Subsidiaries to:

     

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

     

    (a) Indebtedness
      existing on the Closing Date and set forth on Schedule 6.01 and any Permitted
      Refinancing Indebtedness incurred to Refinance such Indebtedness (other than
      intercompany indebtedness Refinanced with Indebtedness owed to a person not
      affiliated with the Borrower or any Subsidiary);

     

    (b) Indebtedness
      created hereunder and under the other Loan Documents and any Permitted
      Refinancing Indebtedness incurred to Refinance such Indebtedness;

     

    (c) Indebtedness
      of the Borrower or any Subsidiary pursuant to Swap Agreements;

     

    (d) Indebtedness
      of the Borrower and the Subsidiaries owed to (including obligations in respect
      of letters of credit or bank guarantees or similar instruments for the benefit
      of) any person providing workers’ compensation, health, disability or other
      employee benefits or property, casualty or liability insurance to the Borrower
      or any Subsidiary, pursuant to reimbursement or indemnification obligations
      to
      such person, in each case in the ordinary course of business; provided,
      that
      upon the incurrence of Indebtedness with respect to reimbursement obligations
      regarding workers’ compensation claims, such obligations are reimbursed not
      later than 30 days following such incurrence;

     

    (e) Indebtedness
      of the Borrower to Holdings or any Subsidiary and of any Subsidiary to Holdings,
      the Borrower or any other Subsidiary; provided,
      that
      (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing
      to
      the Loan Parties shall be subject to Section 6.04(b) and (ii) Indebtedness
      of the Borrower to Holdings or any Subsidiary and Indebtedness of any other
      Loan
      Party to Holdings or any Subsidiary that is not a Subsidiary Loan Party (the
      “Subordinated
      Intercompany Debt”)
      shall
      be subordinated to the Obligations on terms reasonably satisfactory to the
      Administrative Agent;

     

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

    (f) Indebtedness
      of the Borrower and the Subsidiaries in respect of performance bonds, bid bonds,
      appeal bonds, surety bonds and completion guarantees and similar obligations,
      in
      each case provided in the ordinary course of business, including those incurred
      to secure health, safety and environmental obligations in the ordinary course
      of
      business;

     

    (g) Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument drawn against insufficient funds in the ordinary
      course of business or other cash management services in the ordinary course
      of
      business; provided,
      that
      (x) such Indebtedness (other than credit or purchase cards) is extinguished
      within ten Business Days of notification to the Borrower of its incurrence
      and
      (y) such Indebtedness in respect of credit or purchase cards is extinguished
      within 60 days from its incurrence;

     

    (h) (i)
      Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged
      into or consolidated with the Borrower or any Subsidiary after the Closing
      Date
      and Indebtedness assumed in connection with the acquisition of assets, which
      Indebtedness in each case exists at the time of such acquisition, merger or
      consolidation and is not created in contemplation of such event and where such
      acquisition, merger or consolidation is permitted by this Agreement and (ii)
      any
      Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;
      provided,
      (A) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom, and (B) immediately after giving effect to such acquisition,
      merger or consolidation, the assumption and incurrence of any Indebtedness
      and
      any related transactions, the Borrower shall be in Pro Forma
      Compliance;

     

    (i) Capital
      Lease Obligations, mortgage financings and purchase money Indebtedness incurred
      by the Borrower or any Subsidiary prior to or within 270 days after the
      acquisition, lease or improvement of the respective asset permitted under this
      Agreement in order to finance such acquisition or improvement, and any Permitted
      Refinancing Indebtedness in respect thereof, in an aggregate principal amount
      that at the time of, and after giving effect to, the incurrence thereof,
      together with the Remaining Present Value of outstanding leases permitted under
      Section 6.03, would not exceed the greater of $85.0 million and 4.0% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such incurrence for which financial statements have been
      delivered pursuant to Section 5.04; 

     

    (j) Capital
      Lease Obligations incurred by the Borrower or any Subsidiary in respect of
      any
      Sale and Lease-Back Transaction that is permitted under Section 6.03 and
      any Permitted Refinancing Indebtedness in respect thereof;

     

    (k) other
      Indebtedness of the Borrower or any Subsidiary, in an aggregate principal amount
      that at the time of, and after giving effect to, the incurrence thereof, would
      not exceed the greater of $85.0 million and 4.0% of Consolidated Total Assets
      as
      of the end of the fiscal quarter immediately prior to the date of such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04;

     

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

    (l) Indebtedness
      of the Borrower pursuant to (i) the Second Lien Notes and senior unsecured
      bridge term loans, in an aggregate principal amount that is not in excess of
      $750.0 million, (ii) the Senior Subordinated Notes and senior subordinated
      bridge term loans in an aggregate principal amount that is not in excess of
      $425.0 million, and (iii) any Permitted Refinancing Indebtedness incurred
      to Refinance any such Indebtedness; 

     

    (m) Guarantees
      (i) by the Subsidiary Loan Parties of the Indebtedness of the Borrower described
      in paragraph (1) of this Section 6.01, so long as the Guarantee of the Senior
      Subordinated Notes or any Permitted Refinancing Indebtedness in respect thereof
      is subordinated substantially on terms as set forth in the Senior Subordinated
      Notes Indenture with respect to the Senior Subordinated Notes, and so long
      as
      any Liens securing the Guarantee of the Second Lien Notes or any Permitted
      Refinancing Indebtedness in respect thereof are subject to the Intercreditor
      Agreement, (ii) by the Borrower or any Subsidiary Loan Party of any Indebtedness
      of the Borrower or any Subsidiary Loan Party expressly permitted to be incurred
      under this Agreement, (iii) by the Borrower or any Subsidiary Loan Party of
      Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary that
      is
      not a Subsidiary Loan Party to the extent such Guarantees are permitted by
      Section 6.04 (other than Section 6.04(v)), (iv) by any Foreign Subsidiary of
      Indebtedness of another Foreign Subsidiary, and (v) by the Borrower of
      Indebtedness of Foreign Subsidiaries incurred for working capital purposes
      in
      the ordinary course of business on ordinary business terms so long as such
      Indebtedness is permitted to be incurred under Section 6.01 (s) to the
      extent such Guarantees are permitted by 6.04 (other than Section 6.04(v));
      provided,
      that
      Guarantees by the Borrower or any Subsidiary Loan Party under this
      Section 6.01(m) of any other Indebtedness of a person that is subordinated
      to other Indebtedness of such person shall be expressly subordinated to the
      Obligations to at least the same extent as the Guarantee of the Senior
      Subordinated Notes is under the Senior Subordinated Notes
      Indenture;

     

    (n) Indebtedness
      arising from agreements of the Borrower or any Subsidiary providing for
      indemnification, adjustment of purchase or acquisition price or similar
      obligations, in each case, incurred or assumed in connection with the
      Transactions and any Permitted Business Acquisition or the disposition of any
      business, assets or a Subsidiary not prohibited by this Agreement, other than
      Guarantees of Indebtedness incurred by any person acquiring all or any portion
      of such business, assets or a Subsidiary for the purpose of financing such
      acquisition;

     

    (o) Indebtedness
      in respect of letters of credit, bank guarantees, warehouse receipts or similar
      instruments issued to support performance obligations and trade letters of
      credit (other than obligations in respect of other Indebtedness) in the ordinary
      course of business;

     

    (p) Indebtedness
      of the Borrower and the Subsidiaries supported by a Letter of Credit, in a
      principal amount not in excess of the stated amount of such Letter of
      Credit;

     

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

    (q) Indebtedness
      consisting of (i) the financing of insurance premiums or (ii) take-or-pay
      obligations contained in supply arrangements, in each case, in the ordinary
      course of business;

     

    (r) 
      (i)
      Other Indebtedness incurred by the Borrower or any Subsidiary Loan Party;
      provided that (A) at the time of the incurrence of such Indebtedness and after
      giving effect thereto, no Default or Event of Default shall have occurred and
      be
      continuing or would result therefrom, (B) the Borrower and its Subsidiaries
      shall be in Pro Forma Compliance after giving effect to the issuance incurrence
      or assumption of such Indebtedness and (C) in the case of any such Indebtedness
      that is secured, immediately after giving effect to the issuance, incurrence
      or
      assumption of such Indebtedness, the Total Net First Lien Leverage Ratio on
      a
      Pro Forma Basis shall not be greater than 3.75:1.00 and (ii) Permitted
      Refinancing Indebtedness in respect thereof; 

     

    (s) Indebtedness
      of Foreign Subsidiaries; provided
      that the
      aggregate amount of Indebtedness incurred under this clause (s), when aggregated
      with all other Indebtedness incurred and outstanding pursuant to this clause
      (s), shall not exceed the greater of $60.0 million and 10.0% of the consolidated
      assets of the Foreign Subsidiaries at the time of such incurrence; 

     

    (t) unsecured
      Indebtedness in respect of obligations of the Borrower or any Subsidiary to
      pay
      the deferred purchase price of goods or services or progress payments in
      connection with such goods and services; provided,
      that
      such obligations are incurred in connection with open accounts extended by
      suppliers on customary trade terms (which require that all such payments be
      made
      within 60 days after the incurrence of the related obligations) in the ordinary
      course of business and not in connection with the borrowing of money or any
      Swap
      Agreements;

     

    (u) Indebtedness
      representing deferred compensation to employees of the Borrower or any
      Subsidiary incurred in the ordinary course of business;

     

    (v) Indebtedness
      in connection with Permitted Receivables Financings; provided that the proceeds
      thereof are applied in accordance with Section 2.11(b); 

     

    (w) Indebtedness
      of the Borrower and the Subsidiaries incurred under lines of credit or overdraft
      facilities (including, but not limited to, intraday, ACH and purchasing
      card/T&E services) extended by one or more financial institutions reasonably
      acceptable to the Administrative Agent or one or more of the Lenders and (in
      each case) established for the Borrower’s and the Subsidiaries’ ordinary course
      of operations (such Indebtedness, the “Overdraft
      Line”),
      which
      Indebtedness may be secured as, but only to the extent, provided in Section
      6.02(b) and in the Security Documents (it being understood, however, that for
      a
      period of 30 consecutive days during each fiscal year of the Borrower the
      principal amount of Indebtedness under the Overdraft Line shall not exceed
      $10.0
      million); 

     

    (x) Indebtedness
      incurred on behalf of, or representing Guarantees of Indebtedness of, joint
      ventures not in excess, at any

     

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

     one
      time outstanding, of the greater of $20.0 million or 5.0% of Consolidated Total
      Assets as of the end of the fiscal quarter immediately prior to the date of
      such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04;

     

    (y) all
      premium (if any), interest (including post-petition interest), fees, expenses,
      charges and additional or contingent interest on obligations described in
      paragraphs (a) through (x) above; 

     

    (z) Indebtedness
      consisting of promissory notes issued by the Borrower or any Subsidiary to
      current or former officers, directors and employees, their respective estates,
      spouses or former spouses to finance the purchase or redemption of Equity
      Interests of Holdings or any Parent Entity permitted by Section 6.06;
      and

     

    (aa) Indebtedness
      consisting of obligations of the Borrower or any Subsidiary under deferred
      compensation or other similar arrangements incurred by such Person in connection
      with the Transactions and Permitted Business Acquisitions or any other
      Investment expressly permitted hereunder.

     

    SECTION
      6.02. Liens.
      Create,
      incur, assume or permit to exist any Lien on any property or assets (including
      stock or other securities of any person, including the Borrower and any
      Subsidiary) at the time owned by it or on any income or revenues or rights
      in
      respect of any thereof, except the following (collectively, “Permitted
      Liens”):

     

    (a) Liens
      on
      property or assets of the Borrower and the Subsidiaries existing on the Closing
      Date and set forth on Schedule 6.02(a) or, to the extent not listed in such
      Schedule, where such property or assets have a fair market value that does
      not
      exceed $10.0 million in the aggregate, and any modifications, replacements,
      renewals or extensions thereof; provided, that such Liens shall secure only
      those obligations that they secure on the Closing Date (and any Permitted
      Refinancing Indebtedness in respect of such obligations permitted by Section
      6.01(a)) and shall not subsequently apply to any other property or assets of
      the
      Borrower or any Subsidiary other than (A) after-acquired property that is
      affixed or incorporated into the property covered by such Lien, and (B) proceeds
      and products thereof;

     

    (b) any
      Lien
      created under the Loan Documents (including, without limitation, Liens created
      under the Security Documents securing obligations in respect of Swap Agreements
      owed to a person that is a Lender or an Affiliate of a Lender at the time of
      entry into such Swap Agreements) or permitted in respect of any Mortgaged
      Property by the terms of the applicable Mortgage; provided,
      however,
      in no
      event shall the holders of the Indebtedness under the Overdraft Line have the
      right to receive proceeds in respect of a claim in excess of $10.0 million
      in
      the aggregate (plus (i) any accrued and unpaid interest in respect of
      Indebtedness incurred by the Borrower and the Subsidiaries under the Overdraft
      Line and (ii) any accrued and unpaid fees and expenses owing by the
      Borrower and the Subsidiaries under the Overdraft Line) from the enforcement
      of
      any remedies available to the Secured Parties under all of the Loan
      Documents;

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

    (c) any
      Lien
      on any property or asset of the Borrower or any Subsidiary securing Indebtedness
      or Permitted Refinancing Indebtedness permitted by Section 6.01(h);
provided,
      that
      such Lien (i) does not apply to any other property or assets of the Borrower
      or
      any of the Subsidiaries not securing such Indebtedness at the date of the
      acquisition of such property or asset (other than after acquired property
      subjected to a Lien securing Indebtedness and other obligations incurred prior
      to such date and which Indebtedness and other obligations are permitted
      hereunder that require a pledge of after acquired property, it being understood
      that such requirement shall not be permitted to apply to any property to which
      such requirement would not have applied but for such acquisition), (ii) such
      Lien is not created in contemplation of or in connection with such acquisition
      and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness,
      any
      such Lien is permitted, subject to compliance with clause (e) of the
      definition of the term “Permitted Refinancing Indebtedness”;

     

    (d) Liens
      for
      Taxes, assessments or other governmental charges or levies not yet delinquent
      or
      that are being contested in compliance with Section 5.03;

     

    (e) Liens
      imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’,
      materialmen’s, repairmen’s, construction or other like Liens arising in the
      ordinary course of business and securing obligations that are not overdue by
      more than 30 days or that are being contested in good faith by appropriate
      proceedings and in respect of which, if applicable, the Borrower or any
      Subsidiary shall have set aside on its books reserves in accordance with
      GAAP;

     

    (f) (i)
      pledges and deposits and other Liens made in the ordinary course of business
      in
      compliance with the Federal Employers Liability Act or any other workers’
compensation, unemployment insurance and other social security laws or
      regulations and deposits securing liability to insurance carriers under
      insurance or self-insurance arrangements in respect of such obligations and
      (ii)
      pledges and deposits and other Liens securing liability for reimbursement or
      indemnification obligations of (including obligations in respect of letters
      of
      credit or bank guarantees for the benefit of) insurance carriers providing
      property, casualty or liability insurance to the Borrower or any
      Subsidiary;

     

    (g) deposits
      to secure the performance of bids, trade contracts (other than for
      Indebtedness), leases (other than Capital Lease Obligations), statutory
      obligations, surety and appeal bonds, performance and return of money bonds,
      bids, leases, government contracts, trade contracts, agreements with utilities,
      and other obligations of a like nature (including letters of credit in lieu
      of
      any such bonds or to support the issuance thereof) incurred in the ordinary
      course of business, including those incurred to secure health, safety and
      environmental obligations in the ordinary course of business;

     

    (h) zoning
      restrictions, survey exceptions and such matters as an accurate survey would
      disclose, easements, trackage rights, leases (other than Capital Lease
      Obligations), licenses, special assessments, rights-of-way, covenants,
      conditions, restrictions and declaration on or with respect to the use of Real
      Property, servicing agreements, development agreements, site plan

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

     agreements
      and other similar encumbrances incurred in the ordinary course of business
      and
      title defects or irregularities that are of a minor nature and that, in the
      aggregate, do not interfere in any material respect with the ordinary conduct
      of
      the business of the Borrower or any Subsidiary;

     

    (i) Liens
      securing Indebtedness permitted by Section 6.01(i) (limited to the assets
      subject to such Indebtedness);

     

    (j) Liens
      arising out of capitalized lease transactions permitted under Section 6.03,
      so long as such Liens attach only to the property sold and being leased in
      such
      transaction and any accessions thereto or proceeds thereof and related
      property;

     

    (k) Liens
      securing judgments that do not constitute an Event of Default under Section
      7.01(j); provided that such Liens, to the extent that they secure aggregate
      amounts of more than $50.0 million, shall be discharged within 60 days of the
      creation thereof; 

     

    (l) Liens
      disclosed by the title insurance policies delivered on or subsequent to the
      Closing Date and pursuant to Section 5.10 and any replacement, extension or
      renewal of any such Lien; provided,
      that
      such replacement, extension or renewal Lien shall not cover any property other
      than the property that was subject to such Lien prior to such replacement,
      extension or renewal; provided,
      further,
      that
      the Indebtedness and other obligations secured by such replacement, extension
      or
      renewal Lien are permitted by this Agreement;

     

    (m) any
      interest or title of a lessor or sublessor under any leases or subleases entered
      into by the Borrower or any Subsidiary in the ordinary course of
      business;

     

    (n) Liens
      that are contractual rights of set-off (i) relating to the establishment of
      depository relations with banks not given in connection with the issuance of
      Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower
      or any Subsidiary to permit satisfaction of overdraft or similar obligations
      incurred in the ordinary course of business of the Borrower or any Subsidiary
      or
      (iii) relating to purchase orders and other agreements entered into with
      customers of the Borrower or any Subsidiary in the ordinary course of
      business;

     

    (o) Liens
      arising solely by virtue of any statutory or common law provision relating
      to
      banker’s liens, rights of set-off or similar rights;

     

    (p) Liens
      securing obligations in respect of trade-related letters of credit or bank
      guarantees permitted under Section 6.01(f), (k) or (o) and covering the
      goods (or the documents of title in respect of such goods) financed by such
      letters of credit or bank guarantees and the proceeds and products
      thereof;

     

    (q) leases
      or
      subleases, licenses or sublicenses (including with respect to intellectual
      property and software) granted to others in the ordinary course of business
      not
      interfering in any material respect with the business of the Borrower and its
      Subsidiaries, taken as a whole; 

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

    (r) Liens
      in
      favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of
      goods;

     

    (s) Liens
      solely on any cash earnest money deposits made by the Borrower or any of the
      Subsidiaries in connection with any letter of intent or purchase agreement
      in
      respect of any Investment permitted hereunder;

     

    (t) Liens
      with respect to property or assets of any Foreign Subsidiary securing
      Indebtedness of a Foreign Subsidiary permitted under
      Section 6.01;

     

    (u) other
      Liens with respect to property or assets of the Borrower or any Subsidiary;
      provided
      that (i)
      after giving effect to any such Lien and the incurrence of Indebtedness, if
      any,
      secured by such Lien is created, incurred, acquired or assumed (or any prior
      Indebtedness becomes so secured) on a Pro Forma Basis, the Total Net First
      Lien
      Leverage Ratio on the last day of the Borrower’s then most recently completed
      fiscal quarter for which financial statements are available shall be less than
      or equal to 3.75 to 1.00, (ii) at the time of the incurrence of such Lien and
      after giving effect thereto, no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, (iii) the Indebtedness or other
      obligations secured by such Lien are otherwise permitted by this Agreement,
      and
      (iv) to the extent such Liens are pari passu or subordinated to the Liens
      granted hereunder, an intercreditor agreement reasonably satisfactory to the
      Administrative Agent shall be entered into providing that such new liens will
      be
      secured equally and ratably with the Liens granted hereunder, or, as applicable,
      subordinated to the Liens granted hereunder, in each case, on customary
      terms;

     

    (v) the
      prior
      rights of consignees and their lenders under consignment arrangements entered
      into in the ordinary course of business;

     

    (w) Liens
      arising from precautionary Uniform Commercial Code financing statements or
      consignments entered into in connection with any transaction otherwise permitted
      under this Agreement;

     

    (x) Liens
      on
      Equity Interests in joint ventures securing obligations of such joint venture;
      

     

    (y) Liens
      on
      securities that are the subject of repurchase agreements constituting Permitted
      Investments under clause (c) of the definition thereof;

     

    (z) Liens
      in
      respect of Permitted Receivables Financings that extend only to the receivables
      subject thereto;

     

    (aa) Liens
      on
      goods or inventory the purchase, shipment or storage price of which is financed
      by a documentary letter of credit, bank guarantee or bankers’ acceptance issued
      or created for the account of the Borrower or any Subsidiary in the ordinary
      course of business; provided,
      that
      such Lien secures only the obligations of the Borrower or such Subsidiaries
      in
      respect of such letter of credit or bank guarantee to the extent permitted
      under
      Section 6.01; 

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

    (bb) Liens
      securing insurance premiums financing arrangements, provided,
      that
      such Liens are limited to the applicable unearned insurance premiums;


     

    (cc) Liens
      in
      favor of the Borrower or any Subsidiary Loan Party; provided
      that if
      any such Lien shall cover any Collateral, the holder of such Lien shall execute
      and deliver to the Administrative Agent a subordination agreement in form and
      substance reasonably satisfactory to the Administrative Agent;

     

    (dd) Liens
      securing obligations under the Second Lien Note Documents and any Permitted
      Refinancing Indebtedness in respect thereof, to the extent such Liens are
      subject to the Intercreditor Agreement; 

     

    (ee) Liens
      on
      not more than $20.0 million of deposits securing Swap Agreements;
      and

     

    (ff) other
      Liens with respect to property or assets of the Borrower or any Subsidiary
      securing obligations in an aggregate principal amount outstanding at any time
      not to exceed $15.0 million.

     

    SECTION
      6.03. Sale
      and Lease-Back 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 that it intends to use for substantially the same
      purpose or purposes as the property being sold or transferred (a “Sale
      and Lease-Back Transaction”);
      provided,
      that a
      Sale and Lease-Back Transaction shall be permitted (a) with respect to property
      (i) owned by the Borrower or any Domestic Subsidiary that is acquired after
      the
      Closing Date so long as such Sale and Lease-Back Transaction is consummated
      within 180 days of the acquisition of such property or (ii) by any Foreign
      Subsidiary regardless of when such property was acquired, and (b) with respect
      to any property owned by the Borrower or any Domestic Subsidiary, (i) if at
      the
      time the lease in connection therewith is entered into, and after giving effect
      to the entering into of such lease, the Remaining Present Value of such lease,
      together with Indebtedness outstanding pursuant to Section 6.01(i) and the
      Remaining Present Value of outstanding leases previously entered into under
      this
      Section 6.03(b), would not exceed the greater of $85.0 million and 4.0% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date the lease was entered into for which financial statements have
      been
      delivered pursuant to Section 5.04 and (ii) if such Sale and Lease-Back
      Transaction is of property owned by the Borrower or any Domestic Subsidiary
      as
      of the Closing Date, the Net Proceeds therefrom are used to prepay the Term
      Loans to the extent required by Section 2.11(b).

     

    SECTION
      6.04. Investments,
      Loans and Advances.
      Purchase, hold or acquire (including pursuant to any merger with a person that
      is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity
      Interests, evidences of Indebtedness or other securities of, make or permit
      to
      exist any loans or advances to or Guarantees of the obligations of, or make
      or
      permit to exist any investment or any other interest in (each, an “Investment”),
      any
      other person, except:

     

    (a) the
      Transactions;

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

    (b) (i)
      Investments by the Borrower or any Subsidiary in the Equity Interests of the
      Borrower or any Subsidiary; (ii) intercompany loans from the Borrower or any
      Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the
      Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly
      permitted hereunder of the Borrower or any Subsidiary; provided,
      that
      the sum of (A) Investments (valued at the time of the making thereof and without
      giving effect to any write-downs or write-offs thereof) made after the Closing
      Date by the Loan Parties pursuant to clause (i) in Subsidiaries that are
      not Subsidiary Loan Parties, plus
      (B) net
      intercompany loans made after the Closing Date to Subsidiaries that are not
      Subsidiary Loan Parties pursuant to clause (ii), plus
      (C)
      Guarantees of Indebtedness after the Closing Date of Subsidiaries that are
      not
      Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an
      aggregate net amount equal to (x) the greater of (1) $100.0 million and
      (2) 4.50% of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such Investment for which financial statements
      have been delivered pursuant to Section 5.04 (plus
      any
      return of capital actually received by the respective investors in respect
      of
      Investments theretofore made by them pursuant to this paragraph (b));
plus
      (y) the portion, if any, of the Cumulative Credit on the date of such
      election that the Borrower elects to apply to this Section 6.04(b)(y), such
      election to be specified in a written notice of a Responsible Officer of the
      Borrower calculating in reasonable detail the amount of Cumulative Credit
      immediately prior to such election and the amount thereof elected to be so
      applied; provided,
      further,
      that
      intercompany current liabilities incurred in the ordinary course of business
      in
      connection with the cash management operations of the Borrower and the
      Subsidiaries shall not be included in calculating the limitation in this
      paragraph at any time.

     

    (c) Permitted
      Investments and Investments that were Permitted Investments when
      made;

     

    (d) Investments
      arising out of the receipt by the Borrower or any Subsidiary of noncash
      consideration for the sale of assets permitted under
      Section 6.05;

     

    (e) loans
      and
      advances to officers, directors, employees or consultants of the Borrower or
      any
      Subsidiary (i) in the ordinary course of business not to exceed the greater
      of
      $15.0 million and 2.0% of Consolidated Total Assets as of the end of the fiscal
      quarter immediately prior to the date of such loan or advance for which
      financial statements have been delivered pursuant to Section 5.04, in the
      aggregate at any time outstanding (calculated without regard to write downs
      or
      write offs thereof), (ii) in respect of payroll payments and expenses in the
      ordinary course of business and (iii) in connection with such person’s purchase
      of Equity Interests of Holdings (or any direct or indirect parent of Holdings)
      solely to the extent that the amount of such loans and advances shall be
      contributed to the Borrower in cash as common equity;

     

    (f) accounts
      receivable, security deposits and prepayments arising and trade credit granted
      in the ordinary course of business and any assets or securities received in
      satisfaction or partial satisfaction thereof from financially troubled account
      debtors to the extent reasonably necessary in order to prevent or limit loss
      and
      any prepayments and other credits to suppliers made in the ordinary course
      of
      business;

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

    (g) Swap
      Agreements;

     

    (h) Investments
      existing on, or contractually committed as of, the Closing Date and set forth
      on
Schedule 6.04
      and any
      extensions, renewals or reinvestments thereof, so long as the aggregate amount
      of all Investments pursuant to this clause (h) is not increased at any time
      above the amount of such Investment existing on the Closing Date; 

     

    (i) Investments
      resulting from pledges and deposits under Sections 6.02(f), (g), (k), (r),
      (s), and (u);

     

    (j) other
      Investments by the Borrower or any Subsidiary in an aggregate amount (valued
      at
      the time of the making thereof, and without giving effect to any write-downs
      or
      write-offs thereof) not to exceed (i) the greater of $100.0 million and 4.50%
      of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such incurrence for which financial statements have been
      delivered pursuant to Section 5.04 (plus
      any
      returns of capital actually received by the respective investor in respect
      of
      investments theretofore made by it pursuant to this paragraph (j))
plus
      (ii) the
      portion, if any, of the Cumulative Credit on the date of such election that
      the
      Borrower elects to apply to this Section 6.04(j)(ii), such election to be
      specified in a written notice of a Responsible Officer of the Borrower
      calculating in reasonable detail the amount of Cumulative Credit immediately
      prior to such election and the amount thereof elected to be so
      applied;

     

    (k) Investments
      constituting Permitted Business Acquisitions;

     

    (l) intercompany
      loans between Foreign Subsidiaries and Guarantees by Foreign Subsidiaries
      permitted by Section 6.01(m); 

     

    (m) Investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with or judgments against, customers and
      suppliers, in each case in the ordinary course of business or Investments
      acquired by the Borrower as a result of a foreclosure by the Borrower or any
      of
      the Subsidiaries with respect to any secured Investments or other transfer
      of
      title with respect to any secured Investment in default;

     

    (n) Investments
      of a Subsidiary acquired after the Closing Date or of an entity merged into
      the
      Borrower or merged into or consolidated with a Subsidiary after the Closing
      Date, in each case, to the extent permitted under this Section 6.04 and, in
      the
      case of any merger or consolidation, in accordance with Section 6.05 to the
      extent that such Investments were not made in contemplation of or in connection
      with such acquisition, merger or consolidation and were in existence on the
      date
      of such acquisition, merger or consolidation; 

     

    (o) acquisitions
      by the Borrower of obligations of one or more officers or other employees of
      Holdings, any Parent Entity, the Borrower or its Subsidiaries in connection
      with
      such officer’s or employee’s acquisition of Equity Interests of Holdings or
      any

     

    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

     Parent
      Entity, so long as no cash is actually advanced by the Borrower or any of the
      Subsidiaries to such officers or employees in connection with the acquisition
      of
      any such obligations; 

     

    (p) Guarantees
      by the Borrower or any Subsidiary of operating leases (other than Capital Lease
      Obligations) or of other obligations that do not constitute Indebtedness, in
      each case entered into by the Borrower or any Subsidiary in the ordinary course
      of business;

     

    (q) Investments
      to the extent that payment for such Investments is made with Equity Interests
      of
      Holdings (or any direct or indirect parent of Holdings);

     

    (r) Investments
      in the equity interests of one or more newly formed persons that are received
      in
      consideration of the contribution by Holdings, the Borrower or the applicable
      Subsidiary Loan Party of assets (including Equity Interests and cash) to such
      person or persons; provided,
      that
      (i) the fair market value of such assets, determined on an arms’-length basis,
      so contributed pursuant to this paragraph (r) shall not in the aggregate exceed
      $20.0 million and (ii) in respect of each such contribution, a Responsible
      Officer of the Borrower shall certify, in a form to be agreed upon by the
      Borrower and the Administrative Agent (x) after giving effect to such
      contribution, no Default or Event of Default shall have occurred and be
      continuing, (y) the fair market value of the assets so contributed and (z)
      that
      the requirements of paragraph (i) of this proviso remain satisfied;

     

    (s) Investments
      consisting of the redemption, purchase, repurchase or retirement of any Equity
      Interests permitted under Section 6.06;

     

    (t) Investments
      in the ordinary course of business consisting of Uniform Commercial Code Article
      3 endorsements for collection or deposit and Uniform Commercial Code Article
      4
      customary trade arrangements with customers consistent with past practices;
      

     

    (u) Investments
      in Foreign Subsidiaries not to exceed the greater of $20.0 million and 2.0%
      of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such Investment for which financial statements have been
      delivered pursuant to Section 5.04, in the aggregate, as valued at the fair
      market value of such Investment at the time such Investment is
      made;

     

    (v) Guarantees
      permitted under Section 6.01 (except to the extent such Guarantee is expressly
      subject to Section 6.04);

     

    (w) advances
      in the form of a prepayment of expenses, so long as such expenses are being
      paid
      in accordance with customary trade terms of the Borrower or such
      Subsidiary;

     

    (x) Investments
      by Borrower and its Subsidiaries, including loans to any direct or indirect
      parent of the Borrower, if the Borrower or any other Subsidiary would otherwise
      be permitted to make a dividend or distribution in such amount (provided
      that

     

    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    

     the
      amount of any such investment shall also be deemed to be a distribution under
      the appropriate clause of Section 6.06 for all purposes of this Agreement);
      

     

    (y) Investments
      arising as a result of Permitted Receivables Financings; 

     

    (z) Investments
      received substantially contemporaneously in exchange for Equity Interests of
      any
      Parent Entity; provided
      that
      such Investments are not included in any determination of the Cumulative Credit;
      

     

    (aa) Investments
      in joint ventures not in excess of the greater of $20.0 million and 2.0% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such Investment for which financial statements have been
      delivered pursuant to Section 5.04, in the aggregate; and

     

    (bb) Investments
      in a joint venture between Borrower and Covalence Plastics.

     

    The
      amount of Investments that may be made at any time pursuant to Section 6.04(b)
      or 6.04(j) (such Sections, the “Related
      Sections”)
      may,
      at the election of the Borrower, be increased by the amount of Investments
      that
      could be made at such time under the other Related Section; provided
      that the
      amount of each such increase in respect of one Related Section shall be treated
      as having been used under the other Related Section. 

     

    SECTION
      6.05. Mergers,
      Consolidations, Sales of Assets and Acquisitions.
      Merge
      into or consolidate with any other person, or permit any other person to merge
      into or consolidate with it, or sell, transfer, lease or otherwise dispose
      of
      (in one transaction or in a series of transactions) all or any part of its
      assets (whether now owned or hereafter acquired), or issue, sell, transfer
      or
      otherwise dispose of any Equity Interests of the Borrower or any Subsidiary,
      or
      purchase, lease or otherwise acquire (in one transaction or a series of
      transactions) all or any substantial part of the assets of any other person
      or
      any division, unit or business of any person, except that this
      Section shall not prohibit:

     

    (a) (i)
      the
      purchase and sale of inventory in the ordinary course of business by the
      Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an
      operating lease) of any other asset in the ordinary course of business by the
      Borrower or any Subsidiary, (iii) the sale of surplus, obsolete or worn out
      equipment or other property in the ordinary course of business by the Borrower
      or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary
      course of business;

     

    (b) if
      at the
      time thereof and immediately after giving effect thereto no Event of Default
      shall have occurred and be continuing or would result therefrom, (i) the merger
      of any Subsidiary into the Borrower in a transaction in which the Borrower
      is
      the survivor, (ii) the merger or consolidation of any Subsidiary into or with
      any Subsidiary Loan Party in a transaction in which the surviving or resulting
      entity is a Subsidiary Loan Party and, in the case of each of clauses (i)
      and (ii), no person other than the Borrower or Subsidiary Loan Party receives
      any consideration, (iii) the merger or consolidation of any Subsidiary that
      is
      not a Subsidiary Loan Party into or with any other Subsidiary that is not a
      Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form
      of
      entity of any Subsidiary (other than the Borrower) if the Borrower determines
      in
      good faith that such liquidation,

     

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

     dissolution
      or change in form is in the best interests of the Borrower and is not materially
      disadvantageous to the Lenders or (v) any Subsidiary may merge with any other
      person in order to effect an Investment permitted pursuant to Section 6.04
      so
      long as the continuing or surviving person shall be a Subsidiary, which shall
      be
      a Loan Party if the merging Subsidiary was a Loan Party and which together
      with
      each of its Subsidiaries shall have complied with the requirements of
      Section 5.10;

     

    (c) sales,
      transfers, leases or other dispositions to the Borrower or a Subsidiary (upon
      voluntary liquidation or otherwise); provided,
      that
      any sales, transfers, leases or other dispositions by a Loan Party to a
      Subsidiary that is not a Subsidiary Loan Party in reliance on this
      paragraph (c) shall be made in compliance with Section 6.07 and the
      aggregate gross proceeds of any such sales, transfers, leases or other
      dispositions plus the aggregate gross proceeds of any or all assets sold,
      transferred or leases in reliance on clause (g) below, shall not exceed, in
      any
      fiscal year of the Borrower, the greater of (x) $110.0 million and (y) 5.0%
      of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such sale, transfer, lease or other disposition for which
      financial statements have been delivered pursuant to Section 5.04;


     

    (d) Sale
      and
      Lease-Back Transactions permitted by Section 6.03;

     

    (e) Investments
      permitted by Section 6.04, Permitted Liens, Dividends permitted by Section
      6.06;

     

    (f) the
      sale
      of defaulted receivables in the ordinary course of business and not as part
      of
      an accounts receivables financing transaction;

     

    (g) sales,
      transfers, leases or other dispositions of assets not otherwise permitted by
      this Section 6.05 (or required to be included in this clause (g) pursuant
      to Section 6.05(c)); provided,
      that
      (i) the aggregate gross proceeds (including noncash proceeds) of any or all
      assets sold, transferred, leased or otherwise disposed of in reliance upon
      this
      paragraph (g) shall not exceed, in any fiscal year of the Borrower, the
      greater of (x) $110.0 million and (y) 5.0% of Consolidated Total
      Assets as of the end of the fiscal quarter immediately prior to the date of
      such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04, (ii) no Default or Event of Default exists or would result
      therefrom (iii) with respect to any such sale, transfer, lease or other
      disposition with aggregate gross proceeds (including noncash proceeds) in excess
      of $10.0, immediately after giving effect thereto, the Borrower shall be in
      Pro
      Forma Compliance, and (iv) the Net Proceeds thereof are applied in accordance
      with Section 2.11(b);

     

    (h) Permitted
      Business Acquisitions (including any merger or consolidation in order to effect
      a Permitted Business Acquisition); provided,
      that
      following any such merger or consolidation (i) involving the Borrower, the
      Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary,
      the
      surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly
      Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or
      resulting entity shall be a Wholly Owned Subsidiary;

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

    (i) leases,
      licenses (on a non-exclusive basis with respect to intellectual property),
      or
      subleases or sublicenses (on a non-exclusive basis with respect to intellectual
      property) of any real or personal property in the ordinary course of
      business;

     

    (j) sales,
      leases or other dispositions of inventory of the Borrower and its Subsidiaries
      determined by the management of the Borrower to be no longer useful or necessary
      in the operation of the business of the Borrower or any of the Subsidiaries;
      provided, that the Net Proceeds thereof are applied in accordance with Section
      2.11(b);

     

    (k) acquisitions
      and purchases made with the proceeds of any Asset Sale pursuant to the first
      proviso of paragraph (a) of the definition of “Net Proceeds”;

     

    (l) the
      purchase and sale or other transfer (including by capital contribution) of
      Receivables Assets pursuant to Permitted Receivables Financings; provided that
      the Net Proceeds thereof are applied in accordance with Section 2.11(b);
      and

     

    (m) any
      exchange of assets for services and/or other assets of comparable or greater
      value; provided,
      that
      (i) at least 90% of the consideration received by the transferor consists of
      assets that will be used in a business or business activity permitted hereunder,
      (ii) in the event of a swap with a fair market value in excess of $10.0 million,
      the Administrative Agent shall have received a certificate from a Responsible
      Officer of the Borrower with respect to such fair market value and (iii) in
      the
      event of a swap with a fair market value in excess of $20.0 million, such
      exchange shall have been approved by at least a majority of the Board of
      Directors of Holdings or the Borrower; provided,
      that
      the Net Proceeds, if any, thereof are applied in accordance with
      Section 2.11(b); provided, further, that (A) the aggregate gross
      consideration (including exchange assets, other noncash consideration and cash
      proceeds) of any or all assets exchanged in reliance upon this paragraph (m)
      shall not exceed, in any fiscal year of the Borrower, the greater of $110.0
      million and 5.0% of Consolidated Total Assets as of the end of the fiscal
      quarter immediately prior to the date of such incurrence for which financial
      statements have been delivered pursuant to Section 5.04, (B) no Default or
      Event
      of Default exists or would result therefrom, and (C) with respect to any such
      exchange with aggregate gross consideration in excess of $10.0 million,
      immediately after giving effect thereto, the Borrower shall be in Pro Forma
      Compliance. 

     

    Notwithstanding
      anything to the contrary contained in Section 6.05 above, (i) no sale,
      transfer or other disposition of assets shall be permitted by this
      Section 6.05 (other than sales, transfers, leases, licenses or other
      dispositions to Loan Parties pursuant to paragraph (c) of this Section
      6.05) unless such disposition is for fair market value, (ii) no sale, transfer
      or other disposition of assets shall be permitted by paragraph (a) or (d) of
      this Section 6.05 unless such disposition is for at least 75% cash consideration
      and (iii) no sale, transfer or other disposition of assets in excess of $15.0
      million shall be permitted by paragraph (g) of this Section 6.05
      unless such disposition is for at least 75% cash consideration; provided,
      the
      provisions of clause (ii) shall not apply to any individual transaction or
      series of related transactions involving assets with a fair market value of
      less
      than $10.0 million or to other transactions involving assets with a fair market
      value of not more than the greater of $45.0 million and 10% of Consolidated
      Total Assets as of the end of the fiscal quarter immediately prior to the date
      of

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

     such
      sale, transfer or disposition for which financial statements have been delivered
      pursuant to Section 5.04, in the aggregate for all such transactions during
      the
      term of this Agreement; provided further,
      that
      for purposes of clause (iii), (a) the amount of any liabilities (as shown
      on the Borrower’s or any Subsidiary’s most recent balance sheet or in the notes
      thereto) of the Borrower or any Subsidiary of the Borrower (other than
      liabilities that are by their terms subordinated to the Obligations) that are
      assumed by the transferee of any such assets, (b) any notes or other obligations
      or other securities or assets received by the Borrower or such Subsidiary of
      the
      Borrower from such transferee that are converted by the Borrower or such
      Subsidiary of the Borrower into cash within 180 days of the receipt thereof
      (to
      the extent of the cash received) and (c) any Designated Non-Cash Consideration
      received by the Borrower or any of its Subsidiaries in such Asset Sale having
      an
      aggregate fair market value, taken together with all other Designated Non-Cash
      Consideration received pursuant to this clause (c) that is at that time
      outstanding, not to exceed $35.0 million at the time of the receipt of such
      Designated Non-Cash Consideration (with the fair market value of each item
      of
      Designated Non-Cash Consideration being measured at the time received and
      without giving effect to subsequent changes in value) shall be deemed to be
      cash. To the extent any Collateral is disposed of in a transaction expressly
      permitted by this Section 6.05 to any Person other than Holdings, the Borrower
      or any Subsidiary, such Collateral shall be sold free and clear of the Liens
      created by the Loan Documents, and the Administrative Agent shall take, and
      shall be authorized by each Lender to take, any actions reasonably requested
      by
      the Borrower in order to evidence the foregoing.

     

    SECTION
      6.06. Dividends
      and Distributions.
      Declare
      or pay any dividend or make any other distribution (by reduction of capital
      or
      otherwise), whether in cash, property, securities or a combination thereof,
      with
      respect to any of its Equity Interests (other than dividends and distributions
      on Equity Interests payable solely by the issuance of additional Equity
      Interests (other than Disqualified Stock) of the person paying such dividends
      or
      distributions) or directly or indirectly redeem, purchase, retire or otherwise
      acquire for value (or permit any Subsidiary to purchase or acquire) any of
      its
      Equity Interests or set aside any amount for any such purpose (other than
      through the issuance of additional Equity Interests (other than Disqualified
      Stock) of the person redeeming, purchasing, retiring or acquiring such shares);
      provided,
      however,
      that:

     

    (a) any
      Subsidiary of the Borrower may declare and pay dividends to, repurchase its
      Equity Interests from or make other distributions to the Borrower or to any
      Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned
      Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect
      parent of such Subsidiary and to each other owner of Equity Interests of such
      Subsidiary on a pro rata
      basis
      (or more favorable basis from the perspective of the Borrower or such
      Subsidiary) based on their relative ownership interests so long as any
      repurchase of its Equity Interests from a person that is not the Borrower or
      a
      Subsidiary is permitted under Section 6.04);

     

    (b) the
      Borrower may declare and pay dividends or make other distributions to Holdings
      in respect of (i) overhead, legal, accounting and other professional fees and
      expenses of Holdings or any Parent Entity, (ii) fees and expenses related to
      any
      public offering or private placement of debt or equity securities of Holdings
      or
      any Parent Entity whether or not consummated, (iii) 

     

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

    franchise
      taxes and other fees, taxes and expenses in connection with the maintenance
      of
      its existence and its (or any Parent Entity’s indirect) ownership of the
      Borrower, (iv) payments permitted by Section 6.07(b), (v) the tax liability
      to
      each relevant jurisdiction in respect of consolidated, combined, unitary or
      affiliated returns for the relevant jurisdiction of Holdings (or any Parent
      Entity) attributable to the Borrower or its Subsidiaries and (vi) customary
      salary, bonus and other benefits payable to, and indemnities provided on behalf
      of, officers and employees of Holdings or any Parent Entity, in each case in
      order to permit Holdings or any Parent Entity to make such payments;
provided,
      that in
      the case of clauses (i), (ii) and (iii), the amount of such dividends and
      distributions shall not exceed the portion of any amounts referred to in such
      clauses (i), (ii) and (iii) that are allocable to the Borrower and its
      Subsidiaries (which shall be 100% for so long as Holdings or such Parent Entity,
      as the case may be, owns no assets other than the Equity Interests in the
      Borrower, Holdings or another Parent Entity);

     

    (c) the
      Borrower may declare and pay dividends or make other distributions to Holdings
      the proceeds of which are used to purchase or redeem the Equity Interests of
      Holdings or any Parent Entity (including related stock appreciation rights
      or
      similar securities) held by then present or former directors, consultants,
      officers or employees of Holdings, the Borrower or any of the Subsidiaries
      or by
      any Plan or shareholders’ agreement then in effect upon such person’s death,
      disability, retirement or termination of employment or under the terms of any
      such Plan or any other agreement under which such shares of stock or related
      rights were issued; provided,
      that
      the aggregate amount of such purchases or redemptions under this
      paragraph (c) shall not exceed in any fiscal year $15.0 million (plus the
      amount of net proceeds contributed to the Borrower that were (x) received by
      Holdings or any Parent Entity during such calendar year from sales of Equity
      Interests of Holdings or any Parent Entity of Holdings to directors,
      consultants, officers or employees of Holdings, any Parent Entity, the Borrower
      or any Subsidiary in connection with permitted employee compensation and
      incentive arrangements and (y) of any key-man life insurance policies received
      during such calendar year), which, if not used in any year, may be carried
      forward to any subsequent calendar year;

     

    (d) noncash
      repurchases of Equity Interests deemed to occur upon exercise of stock options
      if such Equity Interests represent a portion of the exercise price of such
      options; 

     

    (e) the
      Borrower may pay dividends to Holdings in an aggregate amount equal to the
      portion, if any, of the Cumulative Credit on such date that the Borrower elects
      to apply to this Section 6.06(e), such election to be specified in a written
      notice of a Responsible Officer of the Borrower calculating in reasonable detail
      the amount of Cumulative Credit immediately prior to such election and the
      amount thereof elected to be so applied; provided,
      that no
      Default or Event of Default has occurred and is continuing or would result
      therefrom and, after giving effect thereto, that the Borrower and its
      Subsidiaries shall be in Pro Forma Compliance;

     

    (f) the
      Borrower may pay dividends on the Closing Date to consummate the Transactions;
      

     

    
      
        
        

      

      
        -114-

        
          

        

      

      
        
        

      

    

    (g) the
      Borrower may pay dividends or distributions to allow Holdings or any Parent
      Entity to make payments in cash, in lieu of the issuance of fractional shares,
      upon the exercise of warrants or upon the conversion or exchange of Equity
      Interests of any such person; 

     

    (h) after
      a
      Qualified IPO, the Borrower may pay dividends and make distributions to, or
      repurchase or redeem shares from, its equity holders in an amount equal to
      6.0%
      per annum of the net proceeds received by the Borrower from any public offering
      of Equity Interests of the Borrower or any direct or indirect parent of the
      Borrower; and

     

    (i) the
      Borrower may make distributions to Holdings or any Parent Entity to finance
      any
      Investment permitted to be made pursuant to Section 6.04; provided
      that (A)
      such distribution shall be made substantially concurrently with the closing
      of
      such Investment and (B) such parent shall, immediately following the closing
      thereof, cause (1) all property acquired (whether assets or Equity Interests)
      to
      be contributed to the Borrower or a Subsidiary or (2) the merger (to the extent
      permitted in Section 6.05) of the Person formed or acquired into the Borrower
      or
      a Subsidiary in order to consummate such Permitted Business Acquisition or
      Investment, in each case, in accordance with the requirements of Section
      5.10.

     

    SECTION
      6.07. Transactions
      with Affiliates.
      xxx)  Sell
      or transfer any property or assets to, or purchase or acquire any property
      or
      assets from, or otherwise engage in any other transaction with, any of its
      Affiliates or any known direct or indirect holder of 10% or more of any class
      of
      capital stock of Holdings or the Borrower in a transaction involving aggregate
      consideration in excess of $5.0 million, unless such transaction is (i)
      otherwise permitted (or required) under this Agreement or (ii) upon terms no
      less favorable to the Borrower or such Subsidiary, as applicable, than would
      be
      obtained in a comparable arm’s-length transaction with a person that is not an
      Affiliate.

     

    (b) The
      foregoing paragraph (a) shall not prohibit, to the extent otherwise
      permitted under this Agreement,

     

    (i) any
      issuance of securities, or other payments, awards or grants in cash, securities
      or otherwise pursuant to, or the funding of, employment arrangements, equity
      purchase agreements, stock options and stock ownership plans approved by the
      Board of Directors of Holdings or of the Borrower,

     

    (ii) loans
      or
      advances to employees or consultants of Holdings (or any direct or indirect
      parent of Holdings), the Borrower or any of the Subsidiaries in accordance
      with
      Section 6.04(e),

     

    (iii) transactions
      among the Borrower or any Subsidiary or any entity that becomes a Loan Party
      as
      a result of such transaction (including via merger or consolidation in which
      a
      Subsidiary is the surviving entity) not prohibited by this
      Agreement,

     

    
      
        
        

      

      
        -115-

        
          

        

      

      
        
        

      

    

    (iv) the
      payment of fees, reasonable out-of-pocket costs and indemnities to directors,
      officers, consultants and employees of Holdings, any Parent Entity, the Borrower
      and the Subsidiaries in the ordinary course of business (limited,
      in the case of any Parent Entity, to the portion of such fees and expenses
      that
      are allocable to the Borrower and its Subsidiaries (which shall be 100% for
      so
      long as Holdings or such Parent Entity, as the case may be, owns no assets
      other
      than the Equity Interests in the Borrower, Holdings or another Parent Entity
      and
      assets incidental to the ownership of the Borrower and its
      Subsidiaries)),

     

    (v) subject
      to the limitations set forth in Section 6.07(b)(xiv), if applicable,
      transactions pursuant to the Transaction Documents and permitted agreements
      in
      existence on the Closing Date and set forth on Schedule 6.07
      or any
      amendment thereto to the extent such amendment is not adverse to the Lenders
      in
      any material respect and other transactions, agreements and arrangements
      described on Schedule 6.07 and any amendment thereto or similar transactions,
      agreements or arrangements entered into by the Borrower or any of its
      Subsidiaries to the extent such amendment is not adverse to the Lenders in
      any
      material respect.

     

    (vi) (A)
      any
      employment agreements entered into by the Borrower or any of the Subsidiaries
      in
      the ordinary course of business, (B) any subscription agreement or similar
      agreement pertaining to the repurchase of Equity Interests pursuant to put/call
      rights or similar rights with employees, officers or directors, and (C) any
      employee compensation, benefit plan or arrangement, any health, disability
      or
      similar insurance plan which covers employees, and any reasonable employment
      contract and transactions pursuant thereto,

     

    (vii) dividends,
      redemptions and repurchases permitted under Section 6.06, including
      payments to Holdings (and any Parent Entity),

     

    (viii) any
      purchase by Holdings of the equity capital of the Borrower; provided,
      that
      any Equity Interests of the Borrower purchased by Holdings shall be pledged
      to
      the Administrative Agent on behalf of the Lenders pursuant to the Collateral
      Agreement,

     

    (ix) payments
      by the Borrower or any of the Subsidiaries to the Funds or any Fund Affiliates
      made for any financial advisory, financing, underwriting or placement services
      or in respect of other investment banking activities, including in connection
      with acquisitions or divestitures, which payments are approved by the majority
      of the Board of Directors of the Borrower, or a majority of disinterested
      members of the Board of Directors of the Borrower, in good faith,

     

    (x) transactions
      with Wholly Owned Subsidiaries for the purchase or sale of goods, products,
      parts and services entered into in the ordinary course of business in a manner
      consistent with past practice,

     

    (xi) any
      transaction in respect of which the Borrower delivers to the Administrative
      Agent (for delivery to the Lenders) a letter addressed to the Board of Directors
      of the Borrower from an accounting, appraisal or investment banking firm, in
      each case of 

     

    
      
        
        

      

      
        -116-

        
          

        

      

      
        
        

      

    

    nationally
      recognized standing that is (A) in the good faith determination of the Borrower
      qualified to render such letter and (B) reasonably satisfactory to the
      Administrative Agent, which letter states that such transaction is on terms
      that
      are no less favorable to the Borrower or such Subsidiary, as applicable, than
      would be obtained in a comparable arm’s-length transaction with a person that is
      not an Affiliate,

     

    (xii) subject
      to paragraph (xiv) below, the payment of all fees, expenses, bonuses and awards
      related to the Transactions contemplated by the Second Lien Notes Offering
      Memorandum, including fees to the Funds or any Fund Affiliates and as set forth
      on Schedule 6.07, 

     

    (xiii) transactions
      with joint ventures for the purchase or sale of goods, equipment and services
      entered into in the ordinary course of business and in a manner consistent
      with
      past practice,

     

    (xiv) any
      agreement to pay, and the payment of, monitoring, management, transaction,
      advisory or similar fees payable to the Funds or any Fund Affiliates (A) in
      an
      aggregate amount in any fiscal year not to exceed the sum of (1) the greater
      of
      $3.0 million and 2.00% of EBITDA for such fiscal year, plus reasonable out
      of
      pocket costs and expenses in connection therewith and unpaid amounts accrued
      for
      prior periods; plus (2) any deferred fees (to the extent such fees were within
      such amount in clause (A) (1) above originally), plus (B) 2.00% of the value
      of
      transactions with respect to which the Fund or any Fund Affiliate provides
      any
      transaction, advisory or other services, plus (C) a transaction fee of not
      more
      than $20.0 million to be paid to the Fund or a Fund Affiliate in connection
      with
      the Transactions on the Closing Date, plus (D) so long as no Event of Default
      has occurred and is continuing, in the event of a Qualified IPO, the present
      value of all future amounts payable pursuant to any agreement referred to in
      clause (A) (1) above in connection with the termination of such agreement with
      the Fund and its Fund Affiliates (the “Fund
      Termination Fee”);
      provided,
      that if
      any such payment pursuant to clause (D) is not permitted to be paid as a result
      of an Event of Default, such payment shall accrue and may be payable when no
      Events of Default are continuing to the extent that no further Event of Default
      would result therefrom, 

     

    (xv) the
      issuance, sale, transfer of Equity Interests of Borrower to Holdings and capital
      contributions by Holdings to Borrower, 

     

    (xvi) without
      duplication of any amounts otherwise paid with respect to taxes, payments by
      Holdings (and any Parent Entity), the Borrower and the Subsidiaries pursuant
      to
      tax sharing agreements among Holdings (and any such parent Entity), the Borrower
      and the Subsidiaries on customary terms that require each party to make payments
      when such taxes are due or refunds received of amounts equal to the income
      tax
      liabilities and refunds generated by each such party calculated on a separate
      return basis and payments to the party generating tax benefits and credits
      of
      amounts equal to the value of such tax benefits and credits made available
      to
      the group by such party, or
      

     

    (xvii) transactions
      pursuant to any Permitted Receivables Financing. 

     

    
      
        
        

      

      
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    SECTION
      6.08. Business
      of the Borrower and the Subsidiaries.
      Notwithstanding any other provisions hereof, engage at any time in any business
      or business activity other than any business or business activity conducted
      by
      any of them on the Closing Date and any business or business activities
      incidental or related thereto, or any business or activity that is reasonably
      similar or complementary thereto or a reasonable extension, development or
      expansion thereof or ancillary thereto, and in the case of a Special Purpose
      Receivables Subsidiary, Permitted Receivables Financings.

     

    SECTION
      6.09. Limitation
      on Modifications of Indebtedness; Modifications of Certificate of Incorporation,
      By-Laws and Certain Other Agreements; etc. xxxi)  Amend
      or modify in any manner materially adverse to the Lenders, or grant any waiver
      or release under or terminate in any manner (if such granting or termination
      shall be materially adverse to the Lenders), the articles or certificate of
      incorporation, by-laws, limited liability company operating agreement,
      partnership agreement or other organizational documents of the Borrower or any
      of the Subsidiaries or the Acquisition Agreement.

     

    (b) (a)  Make,
      or agree or offer to pay or make, directly or indirectly, any payment or other
      distribution (whether in cash, securities or other property) of or in respect
      of
      principal of or interest on the loans under the Second Lien Notes, Senior
      Subordinated Notes or any Permitted Refinancing Indebtedness in respect of
      any
      of the foregoing or any preferred Equity Interests or any Disqualified Stock
      (“Junior
      Financing”),
      or
      any payment or other distribution (whether in cash, securities or other
      property), including any sinking fund or similar deposit, on account of the
      purchase, redemption, retirement, acquisition, cancellation or termination
      in
      respect of any Junior Financing except for (A) Refinancings permitted by
      Section 6.01(l) or (r)1 ,
      (B)
      payments of regularly scheduled interest, and, to the extent this Agreement
      is
      then in effect, principal on the scheduled maturity date of any Junior
      Financing, (C) payments or distributions in respect of all or any portion of
      the
      Junior Financing with the proceeds contributed to the Borrower by Holdings
      from
      the issuance, sale or exchange by Holdings (or any direct or indirect parent
      of
      Holdings) of Equity Interests made within eighteen months prior thereto, (D)
      the
      conversion of any Junior Financing to Equity Interests of Holdings or any of
      its
      direct or indirect parents; and (E) so long as no Default or Event of Default
      has occurred and is continuing or would result therefrom and after giving effect
      to such payment or distribution the Borrower would be in Pro Forma Compliance,
      payments or distributions in respect of Junior Financings prior to their
      scheduled maturity made, in an aggregate amount, not to exceed the sum of (x)
      $50.0 million and (y) the Cumulative Credit; or 

     

    (b) Amend
      or
      modify, or permit the amendment or modification of, any provision of Junior
      Financing, any Permitted Receivables Document, or any agreement, document or
      instrument evidencing or relating thereto, other than amendments or
      modifications that (A) are not in any manner materially adverse to Lenders
      and that do not affect the subordination or payment provisions thereof (if
      any)
      in a manner adverse to the Lenders and (B) otherwise comply with the
      definition of “Permitted Refinancing Indebtedness”.

     

    
      
        

          
            	
                    1 

                  	
                    Will
                      need to be modified if the Bridge is funded on the Closing
                      Date.

                  


          

           

        

      

      
        -118-

        
          

        

      

      
        
        

      

    

    (c) Permit
      any Material Subsidiary to enter into any agreement or instrument that by its
      terms restricts (i) the payment of dividends or distributions or the making
      of
      cash advances to the Borrower or any Subsidiary that is a direct or indirect
      parent of such Subsidiary or (ii) the granting of Liens by the Borrower or
      such
      Material Subsidiary pursuant to the Security Documents, in each case other
      than
      those arising under any Loan Document, except, in each case, restrictions
      existing by reason of:

     

    1. restrictions
      imposed by applicable law;

     

    2. contractual
      encumbrances or restrictions in effect on the Closing Date under Indebtedness
      existing on the Closing Date and set forth on Schedule 6.01,
      the
      Second Lien Notes, the Senior Subordinated Notes or any agreements related
      to
      any Permitted Refinancing Indebtedness in respect of any such Indebtedness
      that
      does not expand the scope of any such encumbrance or restriction;

     

    3. any
      restriction on a Subsidiary imposed pursuant to an agreement entered into for
      the sale or disposition of the Equity Interests or assets of a Subsidiary
      pending the closing of such sale or disposition;

     

    4. customary
      provisions in joint venture agreements and other similar agreements applicable
      to joint ventures entered into in the ordinary course of business;

     

    5. any
      restrictions imposed by any agreement relating to secured Indebtedness permitted
      by this Agreement to the extent that such restrictions apply only to the
      property or assets securing such Indebtedness;

     

    6. any
      restrictions imposed by any agreement relating to Indebtedness incurred pursuant
      to section 6.01(r), to the extent such restrictions are not more restrictive,
      taken as a whole, than the restrictions contained in the Senior Subordinated
      Note Documents and Second Lien Note Documents;

     

    7. customary
      provisions contained in leases or licenses of intellectual property and other
      similar agreements entered into in the ordinary course of business;

     

    8. customary
      provisions restricting subletting or assignment of any lease governing a
      leasehold interest;

     

    9. customary
      provisions restricting assignment of any agreement entered into in the ordinary
      course of business;

     

    10. customary
      restrictions and conditions contained in any agreement relating to the sale,
      transfer, lease or other disposition of any asset permitted under Section 6.05
      pending the consummation of such sale, transfer, lease or other disposition;
      

     

    11. customary
      restrictions and conditions contained in the document relating to any Lien,
      so
      long as (1) such Lien is a Permitted Lien and such restrictions or conditions
      relate only to the specific asset subject to such Lien, and (2) such
      restrictions and

     

    
      
        
        

      

      
        -119-

        
          

        

      

      
        
        

      

    

     conditions
      are not created for the purpose of avoiding the restrictions imposed by this
      Section 6.09;

     

    12. customary
      net worth provisions contained in Real Property leases entered into by
      Subsidiaries of the Borrower, so long as the Borrower has determined in good
      faith that such net worth provisions would not reasonably be expected to impair
      the ability of the Borrower and its Subsidiaries to meet their ongoing
      obligations; 

     

    13. any
      agreement in effect at the time such subsidiary becomes a Subsidiary, so long
      as
      such agreement was not entered into in contemplation of such person becoming
      a
      Subsidiary other than Subsidiaries of such new Subsidiary; 

     

    14. restrictions
      in agreements representing Indebtedness permitted under Section 6.01 of a
      Subsidiary of the Borrower that is not a Subsidiary Loan Party; 

     

    15. customary
      restrictions on leases, subleases, licenses or Equity Interests or asset sale
      agreements otherwise permitted hereby as long as such restrictions relate to
      the
      Equity Interests and assets subject thereto;

     

    16. restrictions
      on cash or other deposits imposed by customers under contracts entered into
      in
      the ordinary course of business; 

     

    17. restrictions
      contained in any Permitted Receivables Document with respect to any Special
      Purpose Receivables Subsidiary; or

     

    18. any
      encumbrances or restrictions of the type referred to in Sections 6.09(c)(i)
      and
      6.09(c)(ii) above imposed by any amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      of
      the contracts, instruments or obligations referred to in clauses (A) through
      (Q)
      above; provided that such amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacements or refinancings are, in the
      good faith judgment of the Company, no more restrictive with respect to such
      dividend and other payment restrictions than those contained in the dividend
      or
      other payment restrictions prior to such amendment, modification, restatement,
      renewal, increase, supplement, refunding, replacement or
      refinancing.

     

     

    SECTION
      6.10. [Intentionally
      Omitted]

     

    SECTION
      6.11. Total
      Net First Lien Leverage Ratio(a) .
      Commencing with the fiscal quarter ending September 30, 2006, permit the
      Total Net First Lien Leverage Ratio as of the end of any fiscal quarter to
      exceed 4.00 to 1.00. 

     

    SECTION
      6.12. [Intentionally
      Omitted] 

     

    SECTION
      6.13. No
      Other “Designated Senior Debt”.
      Designate, or permit the designation of, any Indebtedness as “Designated Senior
      Debt” or any other similar term for the purpose of the definition of the same or
      the subordination provisions contained in the Senior Subordinated Notes
      Indenture or any indenture governing other Indebtedness permitted to be incurred
      hereunder that are senior

     

    
      
        
        

      

      
        -120-

        
          

        

      

      
        
        
subordinated
        notes or any Permitted Refinancing thereof or of the Senior Subordinated
        Notes
        other than (a) the Obligations under this Agreement and the other Loan
        Documents, and (b) the Second Lien Notes and senior unsecured bridge term
        loans.


    

     

    SECTION
      6.14. Fiscal
      Year; Accounting.
      In the
      case of the Borrower, permit its fiscal year to end on any date other than
      the
      Saturday nearest the end of the calendar year without prior notice to the
      Administrative Agent given concurrently with any
      required notice to the SEC.

     

    SECTION
      6.15. Qualified
      CFC Holding Companies.
      Permit
      any Qualified CFC Holding Company to (a) create, incur or assume any
      Indebtedness or other liability, or create, incur, assume or suffer to exist
      any
      Lien on, or sell, transfer or otherwise dispose of, other than in a transaction
      permitted under Section 6.05, any of the Equity Interests of a Foreign
      Subsidiary held by such Qualified CFC Holding Company, or any other assets,
      or
      (b) engage in any business or activity or acquire or hold any assets other
      than
      the Equity Interests of one or more Foreign Subsidiaries of the Borrower and/or
      one or more other Qualified CFC Holding Companies and the receipt and
      distribution of dividends and distributions in respect thereof.

     

    ARTICLE
      VIA

     

    Holdings
      Covenants

     

    Holdings
      covenants and agrees with each Lender that, so long as this Agreement shall
      remain in effect (other than in respect of contingent indemnification
      obligations) and until the Commitments have been terminated and the Obligations
      (including 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 drawn
      thereunder have been reimbursed in full, unless the Required Lenders shall
      otherwise consent in writing, (a) Holdings will not create, incur, assume or
      permit to exist any Lien (other
      than Liens of a type described in Section 6.02(d), (e) or (k)) on
      any of
      the Equity Interests issued by the Borrower other than the Liens created under
      the Loan Documents, (b) Holdings shall do or cause to be done all things
      necessary to preserve, renew and keep in full force and effect its legal
      existence; provided,
      that so
      long as no Default exists or would result therefrom, Holdings may merge with
      any
      other person, and (c) Holdings shall at all times own directly 100% of the
      Equity Interests of the Borrower and shall not sell, transfer or otherwise
      dispose of the Equity Interests in the Borrower.

     

    ARTICLE
      VII

     

    Events
      of Default

     

    SECTION
      7.01. Events
      of Default.
      In case
      of the happening of any of the following events (each, an “Event
      of Default”):

     

    (a) any
      representation or warranty made or deemed made by Holdings, the Borrower or
      any
      other Loan Party herein or in

     

    
      
        
        

      

      
        -121-

        
          

        

      

      
        
        

      

    

     any
      other Loan Document or any certificate or document delivered pursuant hereto
      or
      thereto shall prove to have been false or misleading in any material respect
      when so made or deemed made;

     

    (b) default
      shall be made in the payment of any principal of any Loan when and as the same
      shall become due and payable, whether at the due date thereof or at a date
      fixed
      for prepayment thereof or by acceleration thereof or otherwise;

     

    (c) default
      shall be made in the payment of any interest on any Loan or the reimbursement
      with respect to any L/C Disbursement or in the payment of any Fee or any other
      amount (other than an amount referred to in (b) above) due under any Loan
      Document, when and as the same shall become due and payable, and such default
      shall continue unremedied for a period of five Business Days;

     

    (d) default
      shall be made in the due observance or performance by Holdings, the Borrower
      or
      any of the Subsidiaries of any covenant, condition or agreement contained in
      Section 2.05(c), 5.01(a), 5.05(a) or 5.08 or in Article VI or
      VIA;

     

    (e) default
      shall be made in the due observance or performance by Holdings, the Borrower
      or
      any of the Subsidiaries of any covenant, condition or agreement contained in
      any
      Loan Document (other than those specified in paragraphs (b), (c) and (d)
      above) and such default shall continue unremedied for a period of 30 days (or
      60
      days if such default results solely from a Foreign Subsidiary’s failure to duly
      observe or perform any such covenant, condition or agreement) after notice
      thereof from the Administrative Agent to the Borrower;

     

    (f) (i)
      any
      event or condition occurs that (A) results in any Material Indebtedness becoming
      due prior to its scheduled maturity or (B) enables or permits (with all
      applicable grace periods having expired) the holder or holders of any Material
      Indebtedness or any trustee or agent on its or their behalf to cause any
      Material Indebtedness to become due, or to require the prepayment, repurchase,
      redemption or defeasance thereof, prior to its scheduled maturity or (ii)
      Holdings, the Borrower or any of the Subsidiaries shall fail to pay the
      principal of any Material Indebtedness at the stated final maturity thereof;
      provided that this clause (f) shall not apply to secured Indebtedness that
      becomes due as a result of the voluntary sale or transfer of the property or
      assets securing such Indebtedness if such sale or transfer is permitted
      hereunder and under the documents providing for such Indebtedness;

     

    (g) there
      shall have occurred a Change in Control;

     

    (h) an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (i) relief in respect of
      Holdings, the Borrower or any of the Subsidiaries, or of a substantial part
      of
      the property or assets of Holdings, the Borrower or any Subsidiary, under Title
      11 of the United States Code, as now constituted or hereafter amended, or any
      other federal, state or foreign bankruptcy, insolvency, receivership or similar
      law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for Holdings, the Borrower or any of the
      Subsidiaries or for a

     

    
      
        
        

      

      
        -122-

        
          

        

      

      
        
        

      

    

     substantial
      part of the property or assets of Holdings, the Borrower or any of the
      Subsidiaries or (iii) the winding-up or liquidation of Holdings, the Borrower
      or
      any Subsidiary (except, in the case of any Subsidiary, in a transaction
      permitted by Section 6.05); and such proceeding or petition shall continue
      undismissed for 60 days or an order or decree approving or ordering any of
      the
      foregoing shall be entered;

     

    (i) Holdings,
      the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding
      or
      file any petition seeking relief under Title 11 of the United States Code,
      as
      now constituted or hereafter amended, or any other federal, state or foreign
      bankruptcy, insolvency, receivership or similar law, (ii) consent to the
      institution of, or fail to contest in a timely and appropriate manner, any
      proceeding or the filing of any petition described in paragraph (h) above,
      (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings, the Borrower or
      any
      of the Subsidiaries or for a substantial part of the property or assets of
      Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the
      material allegations of a petition filed against it in any such proceeding,
      (v)
      make a general assignment for the benefit of creditors or (vi) become unable
      or
      admit in writing its inability or fail generally to pay its debts as they become
      due;

     

    (j) the
      failure by Holdings, the Borrower or any Subsidiary to pay one or more final
      judgments aggregating in excess of $20.0 million (to the extent not covered
      by
      insurance), which judgments are not discharged or effectively waived or stayed
      for a period of 45 consecutive days, or any action shall be legally taken by
      a
      judgment creditor to levy upon assets or properties of Holdings, the Borrower
      or
      any Subsidiary to enforce any such judgment;

     

    (k) (i)
      a
      trustee shall be appointed by a United States district court to administer
      any
      Plan, (ii) an ERISA Event or ERISA Events shall have occurred with respect
      to
      any Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings
      (including giving notice of intent thereof) to terminate any Plan or Plans,
      (iv)
      Holdings, the Borrower or any Subsidiary or any ERISA Affiliate shall have
      been
      notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan
      is
      in reorganization or is being terminated, within the meaning of Title IV of
      ERISA, (v) Holdings, the Borrower or any Subsidiary shall engage in any
“prohibited transaction” (as defined in Section 406 of ERISA or
      Section 4975 of the Code) involving any Plan; and in each case in
      clauses (i) through (v) above, such event or condition, together with all
      other such events or conditions, if any, would reasonably be expected to have
      a
      Material Adverse Effect; or 

     

    (l) (i)
      any
      Loan Document shall for any reason be asserted in writing by Holdings, the
      Borrower or any Subsidiary not to be a legal, valid and binding obligation
      of
      any party thereto, (ii) any security interest purported to be created by any
      Security Document and to extend to assets that are not immaterial to Holdings,
      the Borrower and the Subsidiaries on a consolidated basis shall cease to be,
      or
      shall be asserted in writing by the Borrower or any other Loan Party not to
      be,
      a valid and perfected security interest (perfected as or having the priority
      required by this Agreement or the relevant Security Document and subject to
      such
      limitations and restrictions as are set forth herein and therein) in the
      securities, assets or properties covered thereby, except to the

     

    
      
        
        

      

      
        -123-

        
          

        

      

      
        
        

      

    

     extent
      that any such loss of perfection or priority results from the limitations of
      foreign laws, rules and regulations as they apply to pledges of Equity Interests
      in Foreign Subsidiaries or the application thereof, or from the failure of
      the
      Administrative Agent to maintain possession of certificates actually delivered
      to it representing securities pledged under the Collateral Agreement or to
      file
      Uniform Commercial Code continuation statements or take the actions described
      on
Schedule 3.04
      and
      except to the extent that such loss is covered by a lender’s title insurance
      policy and the Administrative Agent shall be reasonably satisfied with the
      credit of such insurer, or (iii) the Guarantees pursuant to the Security
      Documents by Holdings, the Borrower or the Subsidiary Loan Parties of any of
      the
      Obligations shall cease to be in full force and effect (other than in accordance
      with the terms thereof), or shall be asserted in writing by Holdings or the
      Borrower or any Subsidiary Loan Party not to be in effect or not to be legal,
      valid and binding obligations; or

     

    (m) 
      (i) the
      Obligations shall fail to constitute “Senior Debt” (or the equivalent thereof)
      and “Designated Senior Debt” (or the equivalent thereof) under the Senior
      Subordinated Notes Indenture and under the documentation governing any other
      Indebtedness permitted herein constituting subordinated Indebtedness or any
      Permitted Refinancing Indebtedness in respect of the Senior Subordinated Notes
      or such other Indebtedness permitted herein constituting subordinated
      Indebtedness, or (ii) the subordination provisions thereunder shall be
      invalidated or otherwise cease, or shall be asserted in writing by Holdings,
      the
      Borrower or any Subsidiary Loan Party to be invalid or to cease to be legal,
      valid and binding obligations of the parties thereto, enforceable in accordance
      with their terms;

     

    then,
      and
      in every such event (other than an event with respect to the Borrower described
      in paragraph (h) or (i) above), and at any time thereafter during the
      continuance of such event, the Administrative Agent, at the request of the
      Required Lenders, shall, by notice to the Borrower, take any or all of the
      following actions, at the same or different times: (i) terminate forthwith
      the
      Commitments, (ii) declare the Loans then outstanding to be forthwith due and
      payable in whole or in part, whereupon the principal of the Loans so declared
      to
      be due and payable, together with accrued interest thereon and any unpaid
      accrued Fees and all other liabilities of the 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 the Borrower, anything contained herein or in any
      other Loan Document to the contrary notwithstanding and (iii) if the Loans
      have
      been declared due and payable pursuant to clause (ii) above, demand cash
      collateral pursuant to Section 2.05(j) and (iv) exercise all rights and
      remedies granted to it under any Loan Document and all its rights under any
      other applicable law or in equity; and in any event with respect to the Borrower
      described in paragraph (h) or (i) above, the Commitments shall
      automatically terminate, the principal of the Loans then outstanding, together
      with accrued interest thereon and any unpaid accrued Fees and all other
      liabilities of the Borrower accrued hereunder and under any other Loan Document,
      shall automatically become due and payable and the Administrative Agent shall
      be
      deemed to have made a demand for cash collateral to the full extent permitted
      under Section 2.05(j), without presentment, demand, protest or any other
      notice of any kind, all of which are hereby expressly waived by the Borrower,
      anything contained herein or in any other Loan Document to the contrary
      notwithstanding.

     

    
      
        
        

      

      
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    SECTION
      7.02. Exclusion
      of Immaterial Subsidiaries.
      Solely
      for the purposes of determining whether an Event of Default has occurred under
      clause (h), (i) or (l) of Section 7.01, any reference in any such
      clause to any Subsidiary shall be deemed not to include any Immaterial
      Subsidiary affected by any event or circumstance referred to in any such
      clause.

     

    SECTION
      7.03. Right
      to Cure

     

    SECTION
      7.04. .
      Holdings’
      Right to Cure.
      xxxii)
      Notwithstanding anything to the contrary contained in Section 7.01, in the
      event that the Borrower fails to comply with the requirements of the Financial
      Performance Covenant, until the expiration of the 10th day subsequent to the
      date the certificate calculating such Financial Performance Covenant is required
      to be delivered pursuant to Section 5.04(c), Holdings shall have the right
      to issue Permitted Cure Securities for cash or otherwise receive cash
      contributions to the capital of Holdings, and, in each case, to contribute
      any
      such cash to the capital of the Borrower (collectively, the “Cure
      Right”),
      and
      upon the receipt by the Borrower of such cash (the “Cure
      Amount”)
      pursuant to the exercise by Holdings of such Cure Right such Financial
      Performance Covenant shall be recalculated giving effect to the following pro
      forma adjustment:

     

    (i) EBITDA
      shall be increased with respect to such applicable quarter and any four-quarter
      period that contains such quarter, solely for the purpose of measuring the
      Financial Performance Covenant and not for any other purpose under this
      Agreement, by an amount equal to the Cure Amount; and

     

    (ii) If,
      after
      giving effect to the foregoing pro forma adjustment, the Borrower shall then
      be
      in compliance with the requirements of the Financial Performance Covenant,
      the
      Borrower shall be deemed to have satisfied the requirements of the Financial
      Performance Covenant as of the relevant date of determination with the same
      effect as though there had been no failure to comply therewith at such date,
      and
      the applicable breach or default of the Financial Performance Covenant that
      had
      occurred shall be deemed cured for this purposes of the Agreement.

     

    (b) Notwithstanding
      anything herein to the contrary, (i) in each four-fiscal-quarter period there
      shall be at least one fiscal quarter in which the Cure Right is not exercised
      and (ii) for purposes of this Section 7.03, the Cure Amount shall be no
      greater than the amount required for purposes of complying with the Financial
      Performance Covenant.

     

    ARTICLE
      VIII

     

    The
      Agents

    SECTION
      8.01. Appointment.
      (b)
      Each
      Lender (in its capacities as a Lender and the Swingline Lender (if applicable)
      and on behalf of itself and its Affiliates as potential counterparties to Swap
      Agreements) and each Issuing Bank (in such capacities and on behalf of itself
      and its Affiliates as potential counterparties to Swap Agreements) hereby
      irrevocably designates and appoints the Administrative Agent as the agent of
      such Lender under this Agreement and the other Loan Documents, including as
      the
      Administrative Agent for such Lender and the other Secured Parties under the
      Security Documents, and each such Lender irrevocably authorizes the
      Administrative Agent,

     

    
      
        
        

      

      
        -125-

        
          

        

      

      
        
        
in
        such
        capacity, to take such action on its behalf under the provisions of this
        Agreement and the other Loan Documents and to exercise such powers and perform
        such duties as are expressly delegated to the Administrative Agent by the
        terms
        of this Agreement and the other Loan Documents, together with such other
        powers
        as are reasonably incidental thereto. In addition, to the extent required
        under
        the laws of any jurisdiction other than the United States, each of the Lenders
        and the Issuing Banks hereby grants to the Administrative Agent any required
        powers of attorney to execute any Security Document governed by the laws
        of such
        jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any
        provision to the contrary elsewhere in this Agreement, the Administrative
        Agent
        shall not have any duties or responsibilities, except those expressly set
        forth
        herein, or any fiduciary relationship with any Lender, and no implied covenants,
        functions, responsibilities, duties, obligations or liabilities shall be
        read
        into this Agreement or any other Loan Document or otherwise exist against
        the
        Administrative Agent. To the extent required by any applicable law, the
        Administrative Agent may withhold from any payment to any Lender an amount
        equivalent to any applicable withholding Tax. If the Internal Revenue Service
        or
        any other Governmental Authority asserts a claim that the Administrative
        Agent
        did not properly withhold Tax from amounts paid to or for the account of
        any
        Lender because the appropriate form was not delivered or was not properly
        executed or because such Lender failed to notify the Administrative Agent
        of a
        change in circumstance which rendered the exemption from, or reduction of,
        withholding Tax ineffective or for any other reason, such Lender shall indemnify
        the Administrative Agent fully for all amounts paid, directly or indirectly,
        by
        the Administrative Agent as Tax or otherwise, including any penalties or
        interest and together with all expenses (including legal expenses, allocated
        internal costs and out-of-pocket expenses) incurred.

    

     

    (b) In
      furtherance of the foregoing, each Lender (in its capacities as a Lender and
      the
      Swingline Lender (if applicable) and on behalf of itself and its Affiliates
      as
      potential counterparties to Swap Agreements) and each Issuing Bank (in such
      capacities and on behalf of itself and its Affiliates as potential
      counterparties to Swap Agreements) hereby appoints and authorizes the
      Administrative Agent to act as the agent of such Lender for purposes of
      acquiring, holding and enforcing any and all Liens on Collateral granted by
      any
      of the Loan Parties to secure any of the Obligations, together with such powers
      and discretion as are reasonably incidental thereto. In this connection, the
      Administrative Agent (and any Subagents appointed by the Administrative Agent
      pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the
      Collateral (or any portion thereof) granted under the Security Documents, or
      for
      exercising any rights or remedies thereunder at the direction of the
      Administrative Agent) shall be entitled to the benefits of this Article VIII
      (including, without limitation, Section 8.07) as though the Administrative
      Agent
      (and any such Subagents) were an “Agent” under the Loan Documents, as if set
      forth in full herein with respect thereto. 

     

    (c) Each
      Lender (in its capacities as a Lender and the Swingline Lender (if applicable)
      and on behalf of itself and its Affiliates as potential counterparties to Swap
      Agreements) and each Issuing Bank (in such capacities and on behalf of itself
      and its Affiliates as potential counterparties to Swap Agreements) irrevocably
      authorizes the Administrative Agent, at its option and in its discretion, (i)
      to
      release any Lien on any property granted to or held by the Administrative Agent
      under any Loan Document (A) upon termination of the Commitments and payment
      in
      full of all Obligations (other than contingent indemnification obligations)
      and
      the expiration, termination or cash collateralization of all Letters of Credit
      and Bankers’ Acceptances, (B) that is sold or to be sold as part of or in
      connection with any sale

     

    
      
        
        

      

      
        -126-

        
          

        

      

      
        
        
permitted
        hereunder or under any other Loan Document, or (C) if approved, authorized
        or
        ratified in writing in accordance with Section 9.08 hereof, (ii) to release
        any
        Guarantor from its obligations under the Loan Documents if such person ceases
        to
        be a Subsidiary as a result of a transaction permitted hereunder; and (iii)
        to
        subordinate any Lien on any property granted to or held by the Administrative
        Agent under any Loan Document to the holder of any Lien on such property
        that is
        permitted by Section 6.02(i) and (j). Upon request by the Administrative
        Agent
        at any time, the Required Lenders will confirm in writing the Administrative
        Agent’s authority to release its interest in particular types or items of
        property, or to release any Guarantor from its obligations under the Loan
        Documents.

    

     

    (d) In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Loan Party, (i) the Administrative Agent
      (irrespective of whether the principal of any Obligation shall then be due
      and
      payable as herein expressed or by declaration or otherwise and irrespective
      of
      whether the Administrative Agent shall have made any demand on the Borrower)
      shall be entitled and empowered, by intervention in such proceeding or otherwise
      (A) to file and prove a claim for the whole amount of the principal and interest
      owing and unpaid in respect of any or all of the Obligations that are owing
      and
      unpaid and to file such other documents as may be necessary or advisable in
      order to have the claims of the Lenders, the Issuing Banks and the
      Administrative Agent and any Subagents allowed in such judicial proceeding,
      and
      (B) to collect and receive any monies or other property payable or deliverable
      on any such claims and to distribute the same, and (ii) any custodian, receiver,
      assignee, trustee, liquidator, sequestrator or other similar official in any
      such judicial proceeding is hereby authorized by each Lender and Issuing Bank
      to
      make such payments to the Administrative Agent and, if the Administrative Agent
      shall consent to the making of such payments directly to the Lenders and the
      Issuing Banks, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under the Loan Documents. Nothing contained herein shall
      be
      deemed to authorize the Administrative Agent to authorize or consent to or
      accept or adopt on behalf of any Lender or Issuing Bank any plan of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender or Issuing Bank or to authorize the Administrative
      Agent to vote in respect of the claim of any Lender or Issuing Bank in any
      such
      proceeding. 

     

    SECTION
      8.02. Delegation
      of Duties(a) .
      The
      Administrative Agent may execute any of its duties under this Agreement and
      the
      other Loan Documents (including for purposes of holding or enforcing any Lien
      on
      the Collateral (or any portion thereof) by or through agents, employees or
      attorneys-in-fact and shall be entitled to advice of counsel and other
      consultants or experts concerning all matters pertaining to such duties. The
      Administrative Agent shall not be responsible for the negligence or misconduct
      of any agents or attorneys-in-fact selected by it with reasonable care. The
      Administrative Agent may also from time to time, when the Administrative Agent
      deems it to be necessary or desirable, appoint one or more trustees,
      co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact
      (each, a “Subagent”)
      with
      respect to all or any part of the Collateral; provided,
      that no
      such Subagent shall be authorized to take any action with respect to any
      Collateral unless and except to the extent expressly authorized in writing
      by
      the Administrative Agent. Should any instrument in writing from the Borrower
      or
      any other Loan Party be required by any Subagent so appointed by the
      Administrative Agent to

     

    
      
        
        

      

      
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more
        fully or certainly vest in and confirm to such Subagent such rights, powers,
        privileges and duties, the Borrower shall, or shall cause such Loan Party
        to,
        execute, acknowledge and deliver any and all such instruments promptly upon
        request by the Administrative Agent. If any Subagent, or successor thereto,
        shall die, become incapable of acting, resign or be removed, all rights,
        powers,
        privileges and duties of such Subagent, to the extent permitted by law, shall
        automatically vest in and be exercised by the Administrative Agent until
        the
        appointment of a new Subagent. The Administrative Agent shall not be responsible
        for the negligence or misconduct of any agent, attorney-in-fact or Subagent
        that
        it selects in accordance with the foregoing provisions of this Section 8.02
        in
        the absence of the Administrative Agent’s gross negligence or willful
        misconduct.

    

     

    SECTION
      8.03. Exculpatory
      Provisions.
      Neither
      any Agent or its Affiliates nor any of their respective officers, directors,
      employees, agents, attorneys-in-fact or affiliates shall be (a) liable for
      any
      action lawfully taken or omitted to be taken by it or such person under or
      in
      connection with this Agreement or any other Loan Document (except to the extent
      that any of the foregoing are found by a final and nonappealable decision of
      a
      court of competent jurisdiction to have resulted from its or such person’s own
      gross negligence or willful misconduct) or (b) responsible in any manner to
      any
      of the Lenders for any recitals, statements, representations or warranties
      made
      by any Loan Party or any officer thereof contained in this Agreement or any
      other Loan Document or in any certificate, report, statement or other document
      referred to or provided for in, or received by the Agents under or in connection
      with, this Agreement or any other Loan Document or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this Agreement
      or
      any other Loan Document or for any failure of any Loan Party a party thereto
      to
      perform its obligations hereunder or thereunder. The Agents shall not be under
      any obligation to any Lender to ascertain or to inquire as to the observance
      or
      performance of any of the agreements contained in, or conditions of, this
      Agreement or any other Loan Document, or to inspect the properties, books or
      records of any Loan Party. The Administrative Agent shall not have any duties
      or
      obligations except those expressly set forth herein and in the other Loan
      Documents. Without limiting the generality of the foregoing, (a) the
      Administrative Agent shall not be subject to any fiduciary or other implied
      duties, regardless of whether a Default or Event of Default has occurred and
      is
      continuing, and (b) the Administrative Agent shall not, except as expressly
      set
      forth herein and in the other Loan Documents, have any duty to disclose, and
      shall not be liable for the failure to disclose, any information relating to
      the
      Borrower or any of its Affiliates that is communicated to or obtained by the
      person serving as the Administrative Agent or any of its Affiliates in any
      capacity. The Administrative Agent shall be deemed not to have knowledge of
      any
      Default or Event of Default unless and until written notice describing such
      Default or Event of Default is given to the Administrative Agent by the
      Borrower, a Lender or an Issuing Bank. The Administrative Agent shall not be
      responsible for or have any duty to ascertain or inquire into (i) any statement,
      warranty or representation made in or in connection with this Agreement or
      any
      other Loan Document, (ii) the contents of any certificate, report or other
      document delivered hereunder or thereunder or in connection herewith or
      therewith, (iii) the performance or observance of any of the covenants,
      agreements or other terms or conditions set forth herein or therein or the
      occurrence of any Default or Event of Default, (iv) the validity,
      enforceability, effectiveness or genuineness of this Agreement, any other Loan
      Document or any other agreement, instrument or document, or the creation,
      perfection or priority of any Lien purported to be created by the Security
      Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
      satisfaction of any condition set forth in Article IV or elsewhere herein,
      other
      than to confirm receipt of items expressly required to be delivered to the
      Administrative Agent.

     

    
      
        
        

      

      
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    SECTION
      8.04. Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) or
      conversation believed by it to be genuine and to have been signed, sent or
      otherwise authenticated by the proper person. The Administrative Agent also
      may
      rely upon any statement made to it orally or by telephone and believed by it
      to
      have been made by the proper person, and shall not incur any liability for
      relying thereon. In determining compliance with any condition hereunder to
      any
      Credit Event, that by its terms must be fulfilled to the satisfaction of a
      Lender or any Issuing Bank, the Administrative Agent may presume that such
      condition is satisfactory to such Lender or Issuing Bank unless the
      Administrative Agent shall have received notice to the contrary from such Lender
      or the Issuing Bank prior to such Credit Event. The Administrative Agent may
      consult with legal counsel (including counsel to Holdings or the Borrower),
      independent accountants and other experts selected by it, and shall not be
      liable for any action taken or not taken by it in accordance with the advice
      of
      any such counsel, accountants or experts. The Administrative Agent may deem
      and
      treat the payee of any Note as the owner thereof for all purposes unless a
      written notice of assignment, negotiation or transfer thereof shall have been
      filed with the Administrative Agent. The Administrative Agent shall be fully
      justified in failing or refusing to take any action under this Agreement or
      any
      other Loan Document unless it shall first receive such advice or concurrence
      of
      the Required Lenders (or, if so specified by this Agreement, all or other
      Lenders) as it deems appropriate or it shall first be indemnified to its
      satisfaction by the Lenders against any and all liability and expense that
      may
      be incurred by it by reason of taking or continuing to take any such action.
      The
      Administrative Agent shall in all cases be fully protected in acting, or in
      refraining from acting, under this Agreement and the other Loan Documents in
      accordance with a request of the Required Lenders (or, if so specified by this
      Agreement, all or other Lenders), and such request and any action taken or
      failure to act pursuant thereto shall be binding upon all the Lenders and all
      future holders of the Loans. 

     

    SECTION
      8.05. Notice
      of Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default unless the Administrative Agent
      has received written notice from a Lender, Holdings or the Borrower referring
      to
      this Agreement, describing such Default or Event of Default and stating that
      such notice is a “notice of default.” In the event that the Administrative Agent
      receives such a notice, the Administrative Agent shall give prompt notice
      thereof to the Lenders. The Administrative Agent shall take such action with
      respect to such Default or Event of Default as shall be reasonably directed
      by
      the Required Lenders (or, if so specified by this Agreement, all or other
      Lenders); provided,
      that
      unless and until the Administrative Agent shall have received such directions,
      the Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable in the best interests of the
      Lenders.

     

    SECTION
      8.06. Non-Reliance
      on Agents and Other Lenders.
      Each
      Lender expressly acknowledges that neither the Agents nor any of their
      respective officers, directors, employees, agents, attorneys-in-fact or
      affiliates have made any representations or warranties 

     

    
      
        
        

      

      
        -129-

        
          

        

      

      
        
        
to
        it and
        that no act by any Agent hereafter taken, including any review of the affairs
        of
        a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
        any
        representation or warranty by any Agent to any Lender. Each Lender represents
        to
        the Agents 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 appraisal of and investigation into the business,
        operations, property, financial and other condition and creditworthiness
        of the
        Loan Parties and their affiliates and made its own decision to make its Loans
        hereunder and enter into this Agreement. Each Lender also represents that
        it
        will, independently and without reliance upon any Agent or any other Lender,
        and
        based on such documents and information as it shall deem appropriate at the
        time, continue to make its own credit analysis, appraisals and decisions
        in
        taking or not taking action under this Agreement and the other Loan Documents,
        and to make such investigation as it deems necessary to inform itself as
        to the
        business, operations, property, financial and other condition and
        creditworthiness of the Loan Parties and their affiliates. Except for notices,
        reports and other documents expressly required to be furnished to the Lenders
        by
        the Administrative Agent hereunder, the Administrative Agent shall not have
        any
        duty or responsibility to provide any Lender with any credit or other
        information concerning the business, operations, property, condition (financial
        or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
        of a Loan Party that may come into the possession of the Administrative Agent
        or
        any of its officers, directors, employees, agents, attorneys-in-fact or
        affiliates.

    

     

    SECTION
      8.07. Indemnification.
      The
      Lenders agree to indemnify the Administrative Agent and each Issuing Bank in
      its
      capacity as such (to the extent not reimbursed by Holdings or the Borrower
      and
      without limiting the obligation of Holdings or the Borrower to do so), in the
      amount of its pro rata share (based on its aggregate Revolving Facility
      Exposure, outstanding Term Loans and unused Commitments hereunder; provided,
      that
      the aggregate principal amount of Swingline Loans owing to the Swingline Lender
      and of L/C Disbursements owing to any Issuing Bank shall be considered to be
      owed to the Revolving Facility Lenders ratably in accordance with their
      respective Revolving Facility Exposure), from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever that may at any time
      (whether before or after the payment of the Loans) be imposed on, incurred
      by or
      asserted against the Administrative Agent or such Issuing Bank 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 the Administrative Agent or such Issuing Bank under or in connection
      with any of the foregoing; provided,
      that no
      Lender shall be liable for the payment of any portion of such liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements that are found by a final and nonappealable decision
      of a court of competent jurisdiction to have resulted from the Administrative
      Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The
      failure of any Lender to reimburse the Administrative Agent or any Issuing
      Bank,
      as the case may be, promptly upon demand for its ratable share of any amount
      required to be paid by the Lenders to the Administrative Agent or such Issuing
      Bank, as the case may be, as provided herein shall not relieve any other Lender
      of its obligation hereunder to reimburse the Administrative Agent or such
      Issuing Bank, as the case may be, for its ratable share of such amount, but
      no
      Lender shall be responsible for the failure of any other Lender to reimburse
      the
      Administrative Agent or such Issuing Bank, as the case may be, for such other
      Lender’s ratable share of such amount. The agreements in this Section
      shall
      survive the payment of the Loans and all other amounts payable
      hereunder.

     

    
      
        
        

      

      
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    SECTION
      8.08. Agent
      in Its Individual Capacity.
      Each
      Agent and its affiliates may make loans to, accept deposits from, and generally
      engage in any kind of business with any Loan Party as though such Agent were
      not
      an Agent. With respect to its Loans made or renewed by it and with respect
      to
      any Letter of Credit issued, or Letter of Credit or Swingline Loan participated
      in, by it, each Agent shall have the same rights and powers under this Agreement
      and the other Loan Documents as any Lender and may exercise the same as though
      it were not an Agent, and the terms “Lender” and “Lenders” shall include each
      Agent in its individual capacity.

     

    SECTION
      8.09. Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
      the Lenders and the Borrower. If the Administrative Agent shall resign as
      Administrative Agent under this Agreement and the other Loan Documents, then
      the
      Required Lenders shall appoint from among the Lenders a successor agent for
      the
      Lenders, which successor agent shall (unless an Event of Default under Section
      7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject
      to
      approval by the Borrower (which approval shall not be unreasonably withheld
      or
      delayed), whereupon such successor agent shall succeed to the rights, powers
      and
      duties of the Administrative Agent, and the term “Administrative Agent” shall
      mean such successor agent effective upon such appointment and approval, and
      the
      former Administrative Agent’s rights, powers and duties as Administrative Agent
      shall be terminated, without any other or further act or deed on the part of
      such former Administrative Agent or any of the parties to this Agreement or
      any
      holders of the Loans. If no successor agent has accepted appointment as
      Administrative Agent by the date that is 10 days following a retiring
      Administrative Agent’s notice of resignation, the retiring Administrative
      Agent’s resignation shall nevertheless thereupon become effective, and the
      retiring Administrative Agent shall, on behalf of the Lenders and the Issuing
      Bank, appoint a successor agent which shall (unless an Event of Default under
      Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be
      subject to approval by the Borrower (which approval shall not be unreasonably
      withheld or delayed). After any retiring Administrative Agent’s resignation as
      Administrative Agent, the provisions of this Section 8.09 shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was
      Administrative Agent under this Agreement and the other Loan
      Documents.

     

    SECTION
      8.10. Agents
      and Arrangers.
      Neither
      the Syndication Agent, the Documentation Agents nor any of the Joint Lead
      Arrangers shall have any duties or responsibilities hereunder in its capacity
      as
      such.

     

    ARTICLE
      IX

     

    Miscellaneous 

    SECTION
      9.01. Notices;
      Communications.
      i)  Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in Section 9.01(b) below), all notices
      and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier as follows, and 

     

    
      
        
        

      

      
        -131-

        
          

        

      

      
        
        
all
        notices and other communications expressly permitted hereunder to be given
        by
        telephone shall be made to the applicable telephone number, as
        follows

    

     

    (i) if
      to any
      Loan Party, the Administrative Agent, the Issuing Bank or the Swingline Lender,
      to the address, telecopier number, electronic mail address or telephone number
      specified for such person on Schedule
      9.01;
      and


     

    (ii) if
      to any
      other Lender, to the address, telecopier number, electronic mail address or
      telephone number specified in its Administrative Questionnaire.

     

    (b) Notices
      and other communications to the Lenders and the L/C Issuer hereunder may be
      delivered or furnished by electronic communication (including e-mail and
      Internet or intranet websites) pursuant to procedures approved by the
      Administrative Agent; provided
      that the
      foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant
      to Article II if such Lender or the Issuing Bank, as applicable, has notified
      the Administrative Agent that it is incapable of receiving notices under such
      Article by electronic communication. The Administrative Agent or the Borrower
      may, in its discretion, agree to accept notices and other communications to
      it
      hereunder by electronic communications pursuant to procedures approved by it,
      provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    (c) Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received. Notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in Section 9.01(b) above shall be effective as provided in such Section
      9.01(b). 

     

    (d) Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto.

     

    (e) Documents
      required to be delivered pursuant to Section 5.04 (to the extent any such
      documents are included in materials otherwise filed with the SEC) may be
      delivered electronically (including as set forth in Section 9.17) and if so
      delivered, shall be deemed to have been delivered on the date (i) on which
      the
      Borrower posts such documents, or provides a link thereto on the Borrower’s
      website on the Internet at the website address listed on Schedule
      9.01,
      or (ii)
      on which such documents are posted on the Borrower’s behalf on an Internet or
      intranet website, if any, to which each Lender and the Administrative Agent
      have
      access (whether a commercial, third-party website or whether sponsored by the
      Administrative Agent); provided,
      that
      (A) the Borrower shall deliver paper copies of such documents to the
      Administrative Agent or any Lender that requests the Borrower to deliver such
      paper copies until a written request to cease delivering paper copies is given
      by the Administrative Agent or such Lender, and (B) the Borrower shall notify
      the Administrative Agent and each Lender (by telecopier or electronic mail)
      of
      the posting of any such documents and provide to the Administrative Agent by
      electronic mail electronic versions (i.e.,
      soft
      copies) of such documents. Notwithstanding anything contained herein, in every
      instance the Borrower shall be 

     

    
      
        
        

      

      
        -132-

        
          

        

      

      
        
        
required
        to provide paper copies of the certificates required by Section 5.04(c) to
        the
        Administrative Agent. Except for such certificates required by Section 5.04(c),
        the Administrative Agent shall have no obligation to request the delivery
        or to
        maintain copies of the documents referred to above, and in any event shall
        have
        no responsibility to monitor compliance by the Borrower with any such request
        for delivery, and each Lender shall be solely responsible for requesting
        delivery to it or maintaining its copies of such documents.

    

     

    SECTION
      9.02. Survival
      of Agreement.
      All
      covenants, agreements, representations and warranties made by the Loan Parties
      herein, in the other Loan Documents and in the certificates or other instruments
      prepared or delivered in connection with or pursuant to this Agreement or any
      other Loan Document shall be considered to have been relied upon by the Lenders
      and each Issuing Bank and shall survive the making by the Lenders of the Loans,
      the execution and delivery of the Loan Documents and the issuance of the Letters
      of Credit, regardless of any investigation made by such persons or on their
      behalf, and shall continue in full force and effect as long as the principal
      of
      or any accrued interest on any Loan or L/C Disbursement or any Fee or any other
      amount payable under this Agreement or any other Loan Document is outstanding
      and unpaid or any Letter of Credit is outstanding and so long as the Commitments
      have not been terminated. Without prejudice to the survival of any other
      agreements contained herein, indemnification and reimbursement obligations
      contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall
      survive the payment in full of the principal and interest hereunder, the
      expiration of the Letters of Credit and the termination of the Commitments
      or
      this Agreement.

     

    SECTION
      9.03. Binding
      Effect.
      This
      Agreement shall become effective when it shall have been executed by Holdings,
      the Borrower and the Administrative Agent and when the Administrative Agent
      shall have received copies 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 Holdings, the Borrower, each Issuing Bank,
      the
      Administrative Agent and each Lender and their respective permitted successors
      and assigns.

     

    SECTION
      9.04. Successors
      and Assigns.
      ii)  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
      or
      Bankers’ Acceptance), except that (i) the Borrower may not assign or otherwise
      transfer any of its rights or obligations hereunder without the prior written
      consent of each Lender (and any attempted assignment or transfer by the Borrower
      without such consent shall be null and void), except pursuant to the
      Acquisition, and (ii) no Lender may assign or otherwise transfer its rights
      or
      obligations hereunder except in accordance with this Section 9.04. Nothing
      in this Agreement, expressed or implied, shall be construed to confer upon
      any
      person (other than the parties hereto, their respective successors and assigns
      permitted hereby (including any Affiliate of the Issuing Bank that issues any
      Letter of Credit), Participants (to the extent provided in paragraph (c) of
      this Section 9.04), and, to the extent expressly contemplated hereby, the
      Related Parties of each of the Agents, the Issuing Bank and the Lenders) any
      legal or equitable right, remedy or claim under or by reason of this Agreement
      or the other Loan Documents.

     

    (b) (a)  Subject
      to the conditions set forth in paragraph (b)(ii) below, any Lender may
      assign to one or more assignees (each, an “Assignee”)
      all or
      a portion of its rights and obligations under this Agreement (including all
      or a
      portion of its Commitments and 

     

    
      
        
        

      

      
        -133-

        
          

        

      

      
        
        

      

    

    the
      Loans
      at the time owing to it) with the prior written consent (such consent not to
      be
      unreasonably withheld) of:

     

    (A) the
      Borrower; provided,
      that no
      consent of the Borrower shall be required for an assignment to a Lender, an
      affiliate of a Lender, an Approved Fund (as defined below) or, if an Event
      of
      Default under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing,
      any other person;

     

    (B) the
      Administrative Agent; provided,
      that no
      consent of the Administrative Agent shall be required for an assignment of
      all
      or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an
      Approved Fund; and

     

    (C) the
      Issuing Bank and the Swingline Lender; provided,
      that no
      consent of the Issuing Bank and the Swingline Lender shall be required for
      an
      assignment of all or any portion of a Term Loan.

     

    (ii) Assignments
      shall be subject to the following additional conditions: 

     

    (A) except
      in
      the case of an assignment to a Lender, an affiliate of a Lender or an Approved
      Fund or an assignment of the entire remaining amount of the assigning Lender’s
      Commitments or Loans under any Facility, the amount of the Commitments or Loans
      of the assigning Lender subject to each such assignment (determined as of the
      date the Assignment and Acceptance with respect to such assignment is delivered
      to the Administrative Agent) shall not be less than (x) $1.0 million in the
      case
      of Term Loans and (y) $5.0 million in the case of Revolving Facility Loans
      or
      Revolving Facility Commitments, unless each of the Borrower and the
      Administrative Agent otherwise consent; provided,
      that
      (1) no such consent of the Borrower shall be required if an Event of Default
      under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing and
      (2)
      such amounts shall be aggregated in respect of each Lender and its Affiliates
      or
      Approved Funds (with simultaneous assignments to or by two or more Related
      Funds
      shall be treated as one assignment), if any; 

     

    (B) the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Acceptance via an electronic settlement system acceptable
      to
      the Administrative Agent (or, if previously agreed with the Administrative
      Agent, manually), and shall pay to the Administrative Agent a processing and
      recordation fee of
      $3,500
      (which fee may be waived or reduced in the sole discretion of the Administrative
      Agent); 

     

    (C) the
      Assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an Administrative Questionnaire and all applicable tax forms; and

     

    (D) 
      the
      Assignee shall not be the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries.

     

    For
      the
      purposes of this Section 9.04, “Approved
      Fund”
means
      any person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course and that is administered or managed by

     

    
      
        
        

      

      
        -134-

        
          

        

      

      
        
        

      

    

     (a)
      a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
      an
      entity that administers or manages a Lender. Notwithstanding the foregoing,
      no
      Lender shall be permitted to assign or transfer any portion of its rights and
      obligations under this Agreement to any entity previously identified in that
      certain letter dated as of the date hereof from the Borrower to the
      Administrative Agent.

     

    (b) Subject
      to acceptance and recording thereof pursuant to paragraph (b)(v) below,
      from and after the effective date specified in each Assignment and Acceptance
      the Assignee thereunder shall be a party hereto and, to the extent of the
      interest assigned by such Assignment and Acceptance, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Sections
      2.15,
      2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this
      Section 9.04 shall be treated for purposes of this Agreement as a sale by
      such Lender of a participation in such rights and obligations in accordance
      with
      paragraph (c) of this Section 9.04.

     

    (c) The
      Administrative Agent, acting for this purpose as an agent of the Borrower,
      shall
      maintain at one of its offices a copy of each Assignment and Acceptance
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitments of, and principal amount of the Loans and
      Revolving L/C Exposure owing to, each Lender pursuant to the terms hereof from
      time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and the 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 the Borrower, the
      Issuing Bank and any Lender, at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (d) Upon
      its
      receipt of a duly completed Assignment and Acceptance executed by an assigning
      Lender and an Assignee, the Assignee’s completed Administrative Questionnaire
      (unless the Assignee shall already be a Lender hereunder), all applicable tax
      forms, the processing and recordation fee referred to in paragraph (b) of
      this Section and any written consent to such assignment required by
      paragraph (b) of this Section, the Administrative Agent shall promptly
      accept such Assignment and Acceptance and record the information contained
      therein in the Register. No assignment, whether or not evidenced by a promissory
      note, shall be effective for purposes of this Agreement unless it has been
      recorded in the Register as provided in this paragraph (b)(v).

     

    (c) (e)  Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      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 Commitments and the Loans owing to it);
      provided,
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)
      such Lender shall remain solely responsible to the other parties hereto for
      the
      performance of such obligations and (C) the

     

    
      
        
        

      

      
        -135-

        
          

        

      

      
        
        
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 pursuant to which
        a
        Lender sells such a participation shall provide that such Lender shall retain
        the sole right to enforce this Agreement and the other Loan Documents and
        to
        approve any amendment, modification or waiver of any provision of this Agreement
        and the other Loan Documents; provided,
        that
        (x) such agreement may provide that such Lender will not, without the consent
        of
        the Participant, agree to any amendment, modification or waiver that (1)
        requires the consent of each Lender directly affected thereby pursuant to
        Section 9.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi) of
        the first proviso to Section 9.08(b) and (2) directly affects such
        Participant and (y) no other agreement with respect to amendment, modification
        or waiver may exist between such Lender and such Participant. Subject to
        paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each
        Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
        2.17 to
        the same extent as if it were a Lender and had acquired its interest by
        assignment pursuant to paragraph (b) of this Section 9.04. To the
        extent permitted by law, each Participant also shall be entitled to the benefits
        of Section 9.06 as though it were a Lender, provided
        such
        Participant shall be subject to Section 2.18(c) as though it were a
        Lender.

    

     

    (f) A
      Participant shall not be entitled to receive any greater payment under
      Section 2.15, 2.16 or 2.17 than the applicable Lender would have been
      entitled to receive with respect to the participation sold to such Participant,
      unless the sale of the participation to such Participant is made with the
      Borrower’s prior written consent. A Participant shall not be entitled to the
      benefits of Section 2.17 to the extent such Participant fails to comply
      with Section 2.17(e) and (f) as though it were a Lender.

     

    (d) 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 (i) any pledge or assignment to secure obligations to a Federal
      Reserve Bank, (ii) the
      case
      of any Lender that is a Fund, any pledge or assignment to any holders of
      obligations owed, or securities issued, by such Lender including to any trustee
      for, or any other representative of, such holders
      and in
      each case, this Section 9.04 shall not apply to any such pledge or
      assignment of a security interest; provided,
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or Assignee for
      such
      Lender as a party hereto.

     

    (e) The
      Borrower, upon receipt of written notice from the relevant Lender, agrees to
      issue Notes to any Lender requiring Notes to facilitate transactions of the
      type
      described in paragraph (d) above.

     

    (f) Notwithstanding
      the foregoing, any Conduit Lender may assign any or all of the Loans it may
      have
      funded hereunder to its designating Lender without the consent of the Borrower
      or the Administrative Agent. Each of Holdings, the Borrower, each Lender and
      the
      Administrative Agent hereby confirms that it will not institute against a
      Conduit Lender or join any other person in instituting against a Conduit Lender
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceeding under any state bankruptcy or similar law, for one year and one
      day
      after the payment in full of the latest maturing commercial paper note issued
      by
      such Conduit Lender; provided,
      however, that each Lender designating any Conduit Lender hereby agrees to
      indemnify, save and hold harmless each other party

     

    
      
        
        

      

      
        -136-

        
          

        

      

      
        
        
hereto
        and each Loan Party for any loss, cost, damage or expense arising out of
        its
        inability to institute such a proceeding against such Conduit Lender during
        such
        period of forbearance.

    

     

    (g) If
      the
      Borrower wishes to replace the Loans or Commitments under any Facility with
      ones
      having different terms, it shall have the option, with the consent of the
      Administrative Agent and subject to at least three Business Days’ advance notice
      to the Lenders under such Facility, instead of prepaying the Loans or reducing
      or terminating the Commitments to be replaced, to (i) require the Lenders under
      such Facility to assign such Loans or Commitments to the Administrative Agent
      or
      its designees and (ii) amend the terms thereof in accordance with
      Section 9.08 (with such replacement, if applicable, being deemed to have
      been made pursuant to Section 9.08(d)). Pursuant to any such assignment,
      all Loans and Commitments to be replaced shall be purchased at par (allocated
      among the Lenders under such Facility in the same manner as would be required
      if
      such Loans were being optionally prepaid or such Commitments were being
      optionally reduced or terminated by the Borrower), accompanied by payment of
      any
      accrued interest and fees thereon and any other amounts owing pursuant to
      Section 9.05(b). By receiving such purchase price, the Lenders under such
      Facility shall automatically be deemed to have assigned the Loans or Commitments
      under such Facility pursuant to the terms of the form of Assignment and
      Acceptance attached hereto as Exhibit A,
      and
      accordingly no other action by such Lenders shall be required in connection
      therewith. The provisions of this paragraph (g) are intended to facilitate
      the maintenance of the perfection and priority of existing security interests
      in
      the Collateral during any such replacement.

     

    (h) Notwithstanding
      the foregoing, no assignment may be made or participation sold to an Ineligible
      Institution without the prior written consent of the Borrower.

     

    SECTION
      9.05. Expenses;
      Indemnity.
      iii)  The
      Borrower agrees to pay (i) all reasonable out-of-pocket expenses (including
      Other Taxes) incurred by the Administrative Agent in connection with the
      preparation of this Agreement and the other Loan Documents, or by the
      Administrative Agent in connection with the syndication of the Commitments
      or
      the administration of this Agreement (including expenses incurred in connection
      with due diligence and initial and ongoing Collateral examination to the extent
      incurred with the reasonable prior approval of the Borrower and the reasonable
      fees, disbursements and charges for no more than one counsel in each
      jurisdiction where Collateral is located) or in connection with the
      administration of this Agreement and any amendments, modifications or waivers
      of
      the provisions hereof or thereof (whether or not the Transactions hereby
      contemplated shall be consummated), including the reasonable fees, charges
      and
      disbursements of Latham & Watkins LLP, counsel for the Administrative Agent
      and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges
      and disbursements of one local counsel per jurisdiction, and (ii) all
      out-of-pocket expenses (including Other Taxes) incurred by the Administrative
      Agent or any Lender in connection with the enforcement or protection of their
      rights in connection with this Agreement and the other Loan Documents, in
      connection with the Loans made or the Letters of Credit issued hereunder,
      including the fees, charges and disbursements of counsel for the Administrative
      Agent (including any special and local counsel).

     

    (b) The
      Borrower agrees to indemnify the Administrative Agent, the Agents, the Joint
      Lead Arrangers, each Issuing Bank, each Lender, each of their respective
      Affiliates and each of their respective directors, trustees, officers,
      employees, agents, trustees and

     

    
      
        
        

      

      
        -137-

        
          

        

      

      
        
        
advisors
        (each such person being called an “Indemnitee”)
        against, and to hold each Indemnitee harmless from, any and all losses, claims,
        damages, liabilities and related expenses, including reasonable counsel fees,
        charges and disbursements (except the allocated costs of in-house counsel),
        incurred by or asserted against any Indemnitee arising out of, in any way
        connected with, or as a result of (i) the execution or delivery of this
        Agreement or any other Loan Document or any agreement or instrument contemplated
        hereby or thereby, the performance by the parties hereto and thereto of their
        respective obligations thereunder or the consummation of the Transactions
        and
        the other transactions contemplated hereby, (ii) the use of the proceeds
        of the
        Loans or the use of any Letter of Credit or Bankers’ Acceptance or (iii) any
        claim, litigation, investigation or proceeding relating to any of the foregoing,
        whether or not any Indemnitee is a party thereto, and regardless of whether
        any
        of the foregoing is raised or initiated by a third party or Holdings, the
        Borrower or any other Loan Party or any Subsidiary; provided,
        that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such losses, claims, damages, liabilities or related expenses are determined
        by
        a final, non-appealable judgment of a court of competent jurisdiction to
        have
        resulted from the gross negligence or willful misconduct of such Indemnitee
        (for
        purposes of this proviso only, each of the Administrative Agent, any Joint
        Lead
        Arranger, any Issuing Bank or any Lender shall be treated as several and
        separate Indemnitees, but each of them together with its respective Related
        Parties, shall be treated as a single Indemnitee). Subject to and without
        limiting the generality of the foregoing sentence, the Borrower agrees to
        indemnify each Indemnitee against, and hold each Indemnitee harmless from,
        any
        and all losses, claims, damages, liabilities and related expenses, including
        reasonable counsel or consultant fees, charges and disbursements (limited
        to not
        more than one counsel, plus, if necessary, one local counsel per jurisdiction)
        (except the allocated costs of in-house counsel), incurred by or asserted
        against any Indemnitee arising out of, in any way connected with, or as a
        result
        of (A) any claim related in any way to Environmental Laws and Holdings, the
        Borrower or any of their Subsidiaries, or (B) any actual or alleged presence,
        Release or threatened Release of Hazardous Materials at, under, on or from
        any
        Property; provided,
        that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such losses, claims, damages, liabilities or related expenses are determined
        by
        a court of competent jurisdiction by final and nonappealable judgment to
        have
        resulted from the gross negligence or willful misconduct of such Indemnitee
        or
        any of its Related Parties. None of the Indemnitees (or any of their respective
        affiliates) shall be responsible or liable to Holdings, the Borrower or any
        of
        their respective subsidiaries, Affiliates or stockholders or any other person
        or
        entity for any special, indirect, consequential or punitive damages, which
        may
        be alleged as a result of the Facilities or the Transactions. The provisions
        of
        this Section 9.05 shall remain operative and in full force and effect
        regardless of the expiration of the term of this Agreement, the consummation
        of
        the transactions contemplated hereby, the repayment of any of the Obligations,
        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
        Administrative Agent, any Issuing Bank or any Lender. All amounts due under
        this
        Section 9.05 shall be payable on written demand therefor accompanied by
        reasonable documentation with respect to any reimbursement, indemnification
        or
        other amount requested.

    

     

    (c) Except
      as
      expressly provided in Section 9.05(a) with respect to Other Taxes, which
      shall not be duplicative with any amounts paid pursuant to Section 2.17,
      this Section 9.05 shall not apply to Taxes.

     

    
      
        
        

      

      
        -138-

        
          

        

      

      
        
        

      

    

    (d) To
      the
      fullest extent permitted by applicable law, Holdings and the Borrower shall
      not
      assert, and hereby waive, any claim against any Indemnitee, on any theory of
      liability, for special, indirect, consequential or punitive damages (as opposed
      to direct or actual damages) arising out of, in connection with, or as a result
      of, this Agreement, any other Loan Document or any agreement or instrument
      contemplated hereby, the transactions contemplated hereby or thereby, any Loan
      or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall
      be
      liable for any damages arising from the use by unintended recipients of any
      information or other materials distributed by it through telecommunications,
      electronic or other information transmission systems in connection with this
      Agreement or the other Loan Documents or the transactions contemplated hereby
      or
      thereby.

     

    (e) The
      agreements in this Section 9.05 shall survive the resignation of the
      Administrative Agent, any Issuing Bank, the replacement of any Lender, the
      termination of the Commitments and the repayment, satisfaction or discharge
      of
      all the other Obligations and the termination of this Agreement.

     

    SECTION
      9.06. Right
      of Set-off.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      Issuing Bank is 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 indebtedness at any time owing by such Lender or such Issuing Bank to
      or
      for the credit or the account of Holdings (prior to a Qualified IPO), the
      Borrower or any Subsidiary against any of and all the obligations of Holdings
      (prior to a Qualified IPO) or the Borrower now or hereafter existing under
      this
      Agreement or any other Loan Document held by such Lender or such Issuing Bank,
      irrespective of whether or not such Lender or such Issuing Bank shall have
      made
      any demand under this Agreement or such other Loan Document and although the
      obligations may be unmatured. The rights of each Lender and each Issuing Bank
      under this Section 9.06 are in addition to other rights and remedies
      (including other rights of set-off) that such Lender or such Issuing Bank may
      have.

     

    SECTION
      9.07. Applicable
      Law.
      THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS
      EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE
      WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
      9.08. Waivers;
      Amendment.
      iv)  No
      failure or delay of the Administrative Agent, any Issuing Bank or any Lender
      in
      exercising any right or power hereunder or under any Loan Document shall operate
      as a waiver thereof, nor shall any single or partial exercise of any such right
      or power, or any abandonment or discontinuance of steps to enforce such a right
      or power, preclude any other or further exercise thereof or the exercise of
      any
      other right or power. The rights and remedies of the Administrative Agent,
      each
      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 this Agreement or any other Loan
      Document or consent to any departure by Holdings, the Borrower or any other
      Loan
      Party therefrom shall in any event be effective unless the same shall be
      permitted by paragraph (b) below, and then such waiver or consent shall be
      effective only in the specific instance and for the purpose for which given.
      No
      notice or demand on

     

    
      
        
        

      

      
        -139-

        
          

        

      

      
        
        
Holdings,
        the Borrower or any other Loan Party in any case shall entitle such person
        to
        any other or further notice or demand in similar or other
        circumstances.

    

     

    (b) Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except (x) as provided in Section 2.21,
      (y)
      in the case of this Agreement, pursuant to an agreement or agreements in writing
      entered into by Holdings (prior to a Qualified IPO), the Borrower and the
      Required Lenders, and (z) in the case of any other Loan Document, pursuant
      to an
      agreement or agreements in writing entered into by each party thereto and the
      Administrative Agent and consented to by the Required Lenders; provided,
      however,
      that no
      such agreement shall

     

    (i) decrease
      or forgive the principal amount of, or extend the final maturity of, or decrease
      the rate of interest on, any Loan or any L/C Disbursement, or extend the stated
      expiration of any Letter of Credit or Bankers’ Acceptance beyond the Revolving
      Facility Maturity Date, without the prior written consent of each Lender
      directly affected thereby, except as provided in Section 2.05(c); provided,
      that
      any amendment to the financial covenant definitions in this Agreement shall
      not
      constitute a reduction in the rate of interest for purposes of this
      clause (i),

     

    (ii) increase
      or extend the Commitment of any Lender or decrease the Commitment Fees or L/C
      Participation Fees or other fees of any Lender without the prior written consent
      of such Lender (it being understood that waivers or modifications of conditions
      precedent, covenants, Defaults or Events of Default or of a mandatory reduction
      in the aggregate Commitments shall not constitute an increase of the Commitments
      of any Lender),

     

    (iii) extend
      or
      waive any Term Loan Installment Date or reduce the amount due on any Term Loan
      Installment Date or extend any date on which payment of interest on any Loan
      or
      any L/C Disbursement or any Fees is due, without the prior written consent
      of
      each Lender adversely affected thereby,

     

    (iv) amend
      the
      provisions of Section 5.02 of the Collateral Agreement in a manner that would
      by
      its terms alter the pro rata
      sharing
      of payments required thereby, without the prior written consent of each Lender
      adversely affected thereby,

     

    (v) amend
      or
      modify the provisions of this Section 9.08 or the definition of the terms
“Required Lenders,” “Majority Lenders” or any other provision hereof specifying
      the number or percentage of Lenders required to waive, amend or modify any
      rights hereunder or make any determination or grant any consent hereunder,
      without the prior written consent of each Lender adversely affected thereby
      (it
      being understood that, with the consent of the Required Lenders, additional
      extensions of credit pursuant to this Agreement may be included in the
      determination of the Required Lenders on substantially the same basis as the
      Loans and Commitments are included on the Closing Date),

     

    (vi) release
      all or substantially all the Collateral or release any of Holdings (prior to
      a
      Qualified IPO), the Borrower or all or

     

    
      
        
        

      

      
        -140-

        
          

        

      

      
        
        

      

    

     substantially
      all of the Subsidiary Loan Parties from their respective Guarantees under the
      Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or
      substantially all the Equity Interests of such Subsidiary Loan Party is sold
      or
      otherwise disposed of in a transaction permitted by this Agreement, without
      the
      prior written consent of each Lender;

     

    (vii) effect
      any waiver, amendment or modification that by its terms adversely affects the
      rights in respect of payments or collateral of Lenders participating in any
      Facility differently from those of Lender participating in another Facility,
      without the consent of the Majority Lenders participating in the adversely
      affected Facility (it being agreed that the Required Lenders may waive, in
      whole
      or in part, any prepayment or Commitment reduction required by Section 2.11
      so long as the application of any prepayment or Commitment reduction still
      required to be made is not changed);

     

    provided,
      further,
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent or an Issuing Bank hereunder without the prior written
      consent of the Administrative Agent or such Issuing Bank acting as such at
      the
      effective date of such agreement, as applicable. Each Lender shall be bound
      by
      any waiver, amendment or modification authorized by this Section 9.08 and
      any consent by any Lender pursuant to this Section 9.08 shall bind any
      assignee of such Lender.

     

    (c) Without
      the consent of the Syndication Agent, the Documentation Agent or any Joint
      Lead
      Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative
      Agent may (in their respective sole discretion, or shall, to the extent required
      by any Loan Document) enter into any amendment, modification or waiver of any
      Loan Document, or enter into any new agreement or instrument, to effect the
      granting, perfection, protection, expansion or enhancement of any security
      interest in any Collateral or additional property to become Collateral for
      the
      benefit of the Secured Parties, or as required by local law to give effect
      to,
      or protect any security interest for the benefit of the Secured Parties, in
      any
      property or so that the security interests therein comply with applicable
      law.

     

    (d) Notwithstanding
      the foregoing, this Agreement may be amended (or amended and restated) with
      the
      written consent of the Required Lenders, the Administrative Agent, Holdings
      and
      the Borrower (a) to add one or more additional credit facilities to this
      Agreement and to permit the extensions of credit from time to time outstanding
      thereunder and the accrued interest and fees in respect thereof to share ratably
      in the benefits of this Agreement and the other Loan Documents with the Term
      Loans and the Revolving Facility Loans and the accrued interest and fees in
      respect thereof and (b) to include appropriately the Lenders holding such credit
      facilities in any determination of the Required Lenders.

     

    (e) Notwithstanding
      the foregoing, technical and conforming modifications to the Loan Documents
      may
      be made with the consent of the Borrower and the Administrative Agent to the
      extent necessary to integrate any Incremental Term Loan Commitments or
      Incremental Revolving Facility Commitments on substantially the same basis
      as
      the Term Loans or Revolving Facility Loans, as applicable.

     

    SECTION
      9.09. Interest
      Rate Limitation.
      Notwithstanding anything herein to the contrary, if at any time the
      applicable

     

    
      
        
        

      

      
        -141-

        
          

        

      

      
        
        
interest
        rate, together with all fees and charges that are treated as interest under
        applicable law (collectively, the “Charges”),
        as
        provided for herein or in any other document executed in connection herewith,
        or
        otherwise contracted for, charged, received, taken or reserved by any Lender
        or
        any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum
        Rate”)
        that
        may be contracted for, charged, taken, received or reserved by such Lender
        in
        accordance with applicable law, the rate of interest payable hereunder, together
        with all Charges payable to such Lender or such Issuing Bank, shall be limited
        to the Maximum Rate; provided,
        that
        such excess amount shall be paid to such Lender or such Issuing Bank on
        subsequent payment dates to the extent not exceeding the legal
        limitation.

    

     

    SECTION
      9.10. Entire
      Agreement.
      This
      Agreement, the other Loan Documents and the agreements regarding certain Fees
      referred to herein constitute the entire contract between the parties relative
      to the subject matter hereof. Any previous agreement among or representations
      from the parties or their Affiliates with respect to the subject matter hereof
      is superseded by this Agreement and the other Loan Documents. Notwithstanding
      the foregoing, the Fee Letter shall survive the execution and delivery of this
      Agreement and remain in full force and effect. Nothing in this Agreement or
      in
      the other Loan Documents, expressed or implied, is intended to confer upon
      any
      party other than the parties hereto and thereto any rights, remedies,
      obligations or liabilities under or by reason of this Agreement or the other
      Loan Documents.

     

    SECTION
      9.11. WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      OF THE OTHER LOAN DOCUMENTS. 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 AND THE OTHER
      LOAN
      DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 9.11.

     

    SECTION
      9.12. Severability.
      In the
      event any one or more of the provisions contained in this Agreement or in any
      other Loan Document should be held invalid, illegal or unenforceable in any
      respect, the validity, legality and enforceability of the remaining provisions
      contained herein and therein shall not in any way be affected or impaired
      thereby. The parties shall endeavor in good-faith negotiations to replace the
      invalid, illegal or unenforceable provisions with valid provisions the economic
      effect of which comes as close as possible to that of the invalid, illegal
      or
      unenforceable provisions.

     

    SECTION
      9.13. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which, when taken together, shall constitute
      but one contract, and shall become effective as provided in Section 9.03.
      Delivery of an executed counterpart to this Agreement by facsimile transmission
      (or other electronic transmission pursuant to procedures approved by the
      Administrative Agent) shall be as effective as delivery of a manually signed
      original.

     

    
      
        
        

      

      
        -142-

        
          

        

      

      
        
        

      

    

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

     

    SECTION
      9.15. Jurisdiction;
      Consent to Service of Process.
      v)  Each
      of the parties hereto hereby irrevocably and unconditionally submits, for itself
      and its property, to the nonexclusive jurisdiction of any New York State court
      or federal court of the United States of America sitting in New York City,
      and
      any appellate court from any thereof (collectively, “New
      York Courts”),
      in
      any action or proceeding arising out of or relating to this Agreement or the
      other Loan Documents, or for recognition or enforcement of any judgment, and
      each of the parties hereto hereby irrevocably and unconditionally agrees that
      all claims in respect of any such action or proceeding may be heard and
      determined in such New York State 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 shall affect any right that any party may otherwise
      have to bring any action or proceeding relating to this Agreement or any of
      the
      other Loan Documents in the courts of any jurisdiction, except that each of
      the
      Loan Parties agrees that (a) it will not bring any such action or proceeding
      in
      any court other than New York Courts (it being acknowledged and agreed by the
      parties hereto that any other forum would be inconvenient and inappropriate
      in
      view of the fact that more of the Lenders who would be affected by any such
      action or proceeding have contacts with the State of New York than any other
      jurisdiction), and (b) in any such action or proceeding brought against any
      Loan
      Party in any other court, it will not assert any cross-claim, counterclaim
      or
      setoff, or seek any other affirmative relief, except to the extent that the
      failure to assert the same will preclude such Loan Party from asserting or
      seeking the same in the New York Courts.

     

    (b) Each
      of
      the parties hereto 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 the other Loan Documents in any New
      York
      State or federal court. 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.

     

    SECTION
      9.16. Confidentiality.
      Each of
      the Lenders, each Issuing Bank and each of the Agents agrees that it shall
      maintain in confidence any information relating to Holdings, the Borrower and
      any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or
      any
      Subsidiary (other than information that (a) has become generally available
      to
      the public other than as a result of a disclosure by such party, (b) has been
      independently developed by such Lender, such Issuing Bank or such Agent without
      violating this Section 9.16 or (c) was available to such Lender, such
      Issuing Bank or such Agent from a third party having, to such person’s
      knowledge, no obligations of confidentiality to Holdings, the Borrower or any
      other Loan Party) and shall not reveal the same other than to its directors,
      trustees, officers, employees and advisors with a need to know or to any person
      that approves or administers the Loans on behalf of such Lender (so long as
      each
      such person shall have been instructed to keep the same confidential in
      accordance with this Section 9.16), except: (A) to the extent necessary to
      comply with law or any legal process or the requirements of any Governmental
      Authority, the National Association of

     

    
      
        
        

      

      
        -143-

        
          

        

      

      
        
        
Insurance
        Commissioners or of any securities exchange on which securities of the
        disclosing party or any Affiliate of the disclosing party are listed or traded,
        (B) as part of normal reporting or review procedures to, or examinations
        by,
        Governmental Authorities or self-regulatory authorities, including the National
        Association of Insurance Commissioners or the National Association of Securities
        Dealers, Inc., (C) to its parent companies, Affiliates or auditors (so long
        as
        each such person shall have been instructed to keep the same confidential
        in
        accordance with this Section 9.16), (D) in order to enforce its rights
        under any Loan Document in a legal proceeding, (E) to any pledgee under
        Section 9.04(d) or any other prospective assignee of, or prospective
        Participant in, any of its rights under this Agreement (so long as such person
        shall have been instructed to keep the same confidential in accordance with
        this
        Section 9.16) and (F) to any direct or indirect contractual counterparty in
        Swap Agreements or such contractual counterparty’s professional advisor (so long
        as such contractual counterparty or professional advisor to such contractual
        counterparty agrees to be bound by the provisions of this
        Section 9.16).

    

     

    SECTION
      9.17. Platform;
      Borrower Materials(a) .
      The
      Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint
      Lead Arrangers will make available to the Lenders and the Issuing Bank materials
      and/or information provided by or on behalf of the Borrower hereunder
      (collectively, “Borrower
      Materials”)
      by
      posting the Borrower Materials on IntraLinks or another similar electronic
      system (the “Platform”),
      and
      (b) certain of the Lenders may be “public-side” Lenders (i.e.,
      Lenders
      that do not wish to receive material non-public information with respect to
      the
      Borrower or its securities) (each, a “Public
      Lender”).
      The
      Borrower hereby agrees that it will use commercially reasonable efforts to
      identify that portion of the Borrower Materials that may be distributed to
      the
      Public Lenders and that (i) all such Borrower Materials shall be clearly and
      conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking
      Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
      Administrative Agent, the Arranger, the Issuing Bank and the Lenders to treat
      such Borrower Materials as either publicly available information or not material
      information (although it may be sensitive and proprietary) with respect to
      the
      Borrower or its securities for purposes of United States Federal and state
      securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to
      be made available through a portion of the Platform designated “Public
      Investor;” and (iv) the Administrative Agent and the Joint Lead Arrangers shall
      be entitled to treat any Borrower Materials that are not marked “PUBLIC” as
      being suitable only for posting on a portion of the Platform not designated
      “Public Investor.”

     

    SECTION
      9.18. Release
      of Liens and Guarantees(a) .
      In the
      event that any Loan Party conveys, sells, leases, assigns, transfers or
      otherwise disposes of all or any portion of any of the Equity Interests or
      assets of any Subsidiary Loan Party to a person that is not (and is not required
      to become) a Loan Party in a transaction not prohibited by Section 6.05,
      the Administrative Agent shall promptly (and the Lenders hereby authorize the
      Administrative Agent to) take such action and execute any such documents as
      may
      be reasonably requested by Holdings or the Borrower and at the Borrower’s
      expense to release any Liens created by any Loan Document in respect of such
      Equity Interests or assets, and, in the case of a disposition of the Equity
      Interests of any Subsidiary Loan Party in a transaction permitted by
      Section 6.05 and as a result of which such Subsidiary Loan Party would
      cease to be a Subsidiary, terminate such Subsidiary Loan Party’s obligations
      under its Guarantee. In addition, the Administrative Agent agrees to take such
      actions as are reasonably requested by Holdings

     

    
      
        
        

      

      
        -144-

        
          

        

      

      
        
        
or
        the
        Borrower and at the Borrower’s expense to terminate the Liens and security
        interests created by the Loan Documents when all the Obligations (other than
        contingent indemnification Obligations) are paid in full and all Letters
        of
        Credit and Commitments are terminated. In addition, immediately prior to
        the
        consummation of a Qualified IPO, the Guarantee incurred by Holdings of the
        Obligations and any related security and/or pledge arrangements shall
        automatically terminate. Any representation, warranty or covenant contained
        in
        any Loan Document relating to any such Equity Interests, asset or subsidiary
        of
        Holdings shall no longer be deemed to be made once such Equity Interests
        or
        asset is so conveyed, sold, leased, assigned, transferred or disposed of.
        

    

     

    SECTION
      9.19. Judgment
      Currency.
      If, for
      the purposes of obtaining judgment in any court, it is necessary to convert
      a
      sum due hereunder or any other Loan Document in one currency into another
      currency, the rate of exchange used shall be that at which in accordance with
      normal banking procedures the Administrative Agent could purchase the first
      currency with such other currency on the Business Day preceding that on which
      final judgment is given. The obligation of the Borrower in respect of any such
      sum due from it to the Administrative Agent or the Lenders hereunder or under
      the other Loan Documents shall, notwithstanding any judgment in a currency
      (the
“Judgment
      Currency”)
      other
      than that in which such sum is denominated in accordance with the applicable
      provisions of this Agreement (the “Agreement
      Currency”),
      be
      discharged only to the extent that on the Business Day following receipt by
      the
      Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
      the Administrative Agent may in accordance with normal banking procedures
      purchase the Agreement Currency with the Judgment Currency. If the amount of
      the
      Agreement Currency so purchased is less than the sum originally due to the
      Administrative Agent from the Borrower in the Agreement Currency, the Borrower
      agrees, as a separate obligation and notwithstanding any such judgment, to
      indemnify the Administrative Agent or the person to whom such obligation was
      owing against such loss. If the amount of the Agreement Currency so purchased
      is
      greater than the sum originally due to the Administrative Agent in such
      currency, the Administrative Agent agrees to return the amount of any excess
      to
      the Borrower (or to any other person who may be entitled thereto under
      applicable law). 

     

    SECTION
      9.20. USA
      PATRIOT Act Notice.
      Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA PATRIOT
      Act
      (Title
      III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
      it is
      required to obtain, verify and record information that identifies each Loan
      Party, which information includes the name and address of each Loan Party and
      other information that will allow such Lender or the Administrative Agent,
      as
      applicable, to identify each Loan Party in accordance with the Act.


     

    [Signature
      Pages Follow]

     

    


    


     

    

      
        
          
            
              
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              -145-

              
                

              

            

            
              
              

              
                


              

            

          




      

    

    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
      written above.

     

     

    BERRY
      PLASTICS GROUP, INC.

     

    By:_________________________

       Name:

       Title:

     

    BPC
      ACQUISITION CORP.

     

    By:_________________________

       Name:

       Title:

     


    
      
        


        |
          Credit
          Agreement Signature Page
          ||

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

    as
      Administrative Agent and as a Lender

     

    By:_________________________________

       Name:

       Title:

     

     

    By:_________________________________

      Name:

      Title:

     


    
      
        


        |
          Credit
          Agreement Signature Page
          ||

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CITICORP
      NORTH AMERICA, INC.,

    as
      Syndication Agent and as a Lender

     

    By:________________________________

       Name:

       Title:

     

     

    


     

     

    


     


    
      
        
          


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            Agreement Signature Page
            ||

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SIGNATURE
      PAGE TO THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2006 AMONG BERRY PLASTICS
      GROUP, INC., BPC ACQUISITION CORP., THE LENDERS PARTY HERETO AND CREDIT SUISSE,
      CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT

    


    


    Name
      of
      Institution:

    


    ________________________________________

    


    


    By:_____________________________________      

    Name:

    Title: