Amended and Restated Credit Agreement, dated as of December 2, 2003



 Exhibit 10.1 
  

  
 AMENDED AND RESTATED CREDIT AGREEMENT 
  
 Dated
as of December 2, 2003 
  
 among 
  
 ICT GROUP, INC., 
 as the Borrower, 
  
 THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, 
 as the Guarantors, 
  
 BANK OF AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender and L/C Issuer, 
  
 and 
  
 THE OTHER LENDERS PARTY HERETO 
  
 Arranged By: 
  
 BANC OF AMERICA SECURITIES LLC, 
 as
Sole Lead Arranger and Sole Book Manager 
  








 TABLE OF CONTENTS 
  


	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	1
	 1.01
	 	Defined Terms.	  	1
	 1.02
	 	Other Interpretive Provisions.	  	23
	 1.03
	 	Accounting Terms.	  	23
	 1.04
	 	Rounding.	  	24
	 1.05
	 	References to Agreements and Laws.	  	24
	 1.06
	 	Times of Day.	  	24
	 1.07
	 	Letter of Credit Amounts.	  	24
	 1.08
	 	Exchange Rates; Currency Equivalents.	  	24
	 1.09
	 	Additional Alternative Currencies.	  	25
	 1.10
	 	Change of Currency.	  	25
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	25
	 2.01
	 	Revolving Loans.	  	25
	 2.02
	 	Borrowings, Conversions and Continuations of Loans.	  	26
	 2.03
	 	Letters of Credit.	  	28
	 2.04
	 	Swing Line Loans.	  	34
	 2.05
	 	Prepayments.	  	37
	 2.06
	 	Termination or Reduction of Aggregate Revolving Commitments.	  	38
	 2.07
	 	Repayment of Loans.	  	39
	 2.08
	 	Interest.	  	39
	 2.09
	 	Fees.	  	39
	 2.10
	 	Computation of Interest and Fees.	  	40
	 2.11
	 	Evidence of Debt.	  	40
	 2.12
	 	Payments Generally.	  	41
	 2.13
	 	Sharing of Payments.	  	43
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	43
	 3.01
	 	Taxes.	  	43
	 3.02
	 	Illegality.	  	44
	 3.03
	 	Inability to Determine Rates.	  	45
	 3.04
	 	Increased Cost and Reduced Return; Capital Adequacy.	  	45
	 3.05
	 	Funding Losses.	  	46
	 3.06
	 	Matters Applicable to all Requests for Compensation.	  	46
	 3.07
	 	Survival.	  	47
	 ARTICLE IV GUARANTY
	  	47
	 4.01
	 	The Guaranty.	  	47
	 4.02
	 	Obligations Unconditional.	  	47
	 4.03
	 	Reinstatement.	  	48
	 4.04
	 	Certain Additional Waivers.	  	48
	 4.05
	 	Remedies.	  	48
	 4.06
	 	Rights of Contribution.	  	49
	 4.07
	 	Guarantee of Payment; Continuing Guarantee.	  	49
	 ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	49
	 5.01
	 	Conditions of Initial Credit Extension.	  	49
	 5.02
	 	Conditions to all Credit Extensions.	  	51

  

 i 









	 ARTICLE VI REPRESENTATIONS AND WARRANTIES
	  	52
	 6.01
	 	Existence, Qualification and Power.	  	52
	 6.02
	 	Authorization; No Contravention.	  	52
	 6.03
	 	Governmental Authorization; Other Consents.	  	52
	 6.04
	 	Binding Effect.	  	52
	 6.05
	 	Financial Statements; No Material Adverse Effect.	  	53
	 6.06
	 	Litigation.	  	53
	 6.07
	 	No Default.	  	53
	 6.08
	 	Ownership of Property; Liens.	  	54
	 6.09
	 	Environmental Compliance.	  	54
	 6.10
	 	Insurance.	  	54
	 6.11
	 	Taxes.	  	55
	 6.12
	 	ERISA Compliance.	  	55
	 6.13
	 	Subsidiaries.	  	55
	 6.14
	 	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.	  	56
	 6.15
	 	Disclosure.	  	56
	 6.16
	 	Compliance with Laws.	  	56
	 6.17
	 	Intellectual Property; Licenses, Etc.	  	56
	 6.18
	 	[Reserved].	  	57
	 6.19
	 	Perfection of Security Interests in the Collateral.	  	57
	 6.20
	 	Business Locations.	  	57
	 6.21
	 	Broker’s Fees.	  	57
	 6.22
	 	Labor Matters.	  	57
	 6.23
	 	Tax Shelter Regulations.	  	57
	 ARTICLE VII AFFIRMATIVE COVENANTS
	  	58
	 7.01
	 	Financial Statements.	  	58
	 7.02
	 	Certificates; Other Information.	  	58
	 7.03
	 	Notices.	  	60
	 7.04
	 	Payment of Obligations.	  	61
	 7.05
	 	Preservation of Existence, Etc.	  	61
	 7.06
	 	Maintenance of Properties.	  	62
	 7.07
	 	Maintenance of Insurance.	  	62
	 7.08
	 	Compliance with Laws.	  	62
	 7.09
	 	Books and Records.	  	62
	 7.10
	 	Inspection Rights.	  	62
	 7.11
	 	Use of Proceeds.	  	63
	 7.12
	 	Additional Subsidiaries.	  	63
	 7.13
	 	ERISA Compliance.	  	63
	 7.14
	 	Pledged Assets.	  	63
	 ARTICLE VIII NEGATIVE COVENANTS
	  	64
	 8.01
	 	Liens.	  	64
	 8.02
	 	Investments.	  	66
	 8.03
	 	Indebtedness.	  	67
	 8.04
	 	Fundamental Changes.	  	67
	 8.05
	 	Dispositions.	  	68

  

 ii 









	 8.06
	 	Restricted Payments.	  	68
	 8.07
	 	Change in Nature of Business.	  	69
	 8.08
	 	Transactions with Affiliates and Insiders.	  	69
	 8.09
	 	Burdensome Agreements.	  	69
	 8.10
	 	Use of Proceeds.	  	69
	 8.11
	 	Financial Covenants.	  	69
	 8.12
	 	Prepayment of Other Indebtedness, Etc.	  	70
	 8.13
	 	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.	  	70
	 8.14
	 	Ownership of Subsidiaries.	  	70
	 8.15
	 	Sale and Leaseback Transactions.	  	71
	 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
	  	71
	 9.01
	 	Events of Default.	  	71
	 9.02
	 	Remedies Upon Event of Default.	  	73
	 9.03
	 	Application of Funds.	  	73
	 ARTICLE X ADMINISTRATIVE AGENT
	  	74
	 10.01
	 	Appointment and Authorization of Administrative Agent.	  	74
	 10.02
	 	Delegation of Duties.	  	75
	 10.03
	 	Liability of Administrative Agent.	  	75
	 10.04
	 	Reliance by Administrative Agent.	  	75
	 10.05
	 	Notice of Default.	  	76
	 10.06
	 	Credit Decision; Disclosure of Information by Administrative Agent.	  	76
	 10.07
	 	Indemnification of Administrative Agent.	  	77
	 10.08
	 	Administrative Agent in its Individual Capacity.	  	77
	 10.09
	 	Successor Administrative Agent.	  	77
	 10.10
	 	Administrative Agent May File Proofs of Claim.	  	78
	 10.11
	 	Collateral and Guaranty Matters.	  	78
	 10.12
	 	Other Agents; Arrangers and Managers.	  	79
	 ARTICLE XI MISCELLANEOUS
	  	79
	 11.01
	 	Amendments, Etc.	  	79
	 11.02
	 	Notices and Other Communications; Facsimile Copies.	  	81
	 11.03
	 	No Waiver; Cumulative Remedies.	  	82
	 11.04
	 	Attorney Costs, Expenses and Taxes.	  	82
	 11.05
	 	Indemnification by the Borrower.	  	82
	 11.06
	 	Payments Set Aside.	  	83
	 11.07
	 	Successors and Assigns.	  	83
	 11.08
	 	Confidentiality.	  	85
	 11.09
	 	Set-off.	  	86
	 11.10
	 	Interest Rate Limitation.	  	87
	 11.11
	 	Counterparts.	  	87
	 11.12
	 	Integration.	  	87
	 11.13
	 	Survival of Representations and Warranties.	  	87
	 11.14
	 	Severability.	  	87
	 11.15
	 	Tax Forms.	  	88
	 11.16
	 	Replacement of Lenders.	  	89
	 11.17
	 	Governing Law.	  	89

  

 iii 









	 11.18
	 	Waiver of Right to Trial by Jury.	  	90
	 11.19
	 	Judgment Currency.	  	90
	 11.20
	 	USA Patriot Act Notice.	  	91

  

 iv 








  

	SCHEDULES
		
	 1.01
	  	Mandatory Costs
	 2.01
	  	Commitments and Pro Rata Shares
	 2.03
	  	Existing Letters of Credit
	 6.10
	  	Insurance
	 6.13
	  	Subsidiaries
	 6.17
	  	IP Rights
	 6.20(a)
	  	Locations of Real Property
	 6.20(b)
	  	Locations of Tangible Personal Property
	 6.20(c)
	  	Location of Chief Executive Office
	 6.20(e)
	  	Changes in Legal Name, State of Formation and Structure
	 8.01
	  	Liens Existing on the Closing Date
	 8.02
	  	Investments Existing on the Closing Date
	 8.03
	  	Indebtedness Existing on the Closing Date
	 8.09
	  	Burdensome Agreements
	 8.14
	  	Ownership of Subsidiaries
	 11.02
	  	Certain Addresses for Notices
	
	EXHIBITS
		
	 A
	  	Form of Loan Notice
	 B
	  	Form of Swing Line Loan Notice
	 C-1
	  	Form of Revolving Note
	 C-2
	  	Form of Swing Line Note
	 D
	  	Form of Compliance Certificate
	 E
	  	Form of Assignment and Assumption
	 F
	  	Form of Joinder Agreement

  

 v 








 AMENDED AND RESTATED CREDIT AGREEMENT 
  
 This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 2, 2003 among ICT GROUP, INC., a Pennsylvania
corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
  
 Pursuant that Credit Agreement (as amended, modified and supplemented, the
“Existing Credit Agreement”) dated as of April 25, 2001 among the Borrower, the Subsidiaries of the Borrower identified therein, the lenders identified therein and Bank of America, N.A., as administrative agent, the lenders party
thereto agreed to provide $85 million in credit facilities to the Borrower. The Borrower has requested that the credit facilities provided pursuant to the Existing Credit Agreement be amended and restated on the terms and conditions set forth
herein. The Lenders have agreed to the Borrower’s request and this Agreement is given in amendment to, restatement of and substitution for the Existing Credit Agreement. 
  
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  
 ARTICLE I 
  
 DEFINITIONS AND ACCOUNTING TERMS 
  
 1.01 Defined Terms. 
  
 As used in this Agreement, the following terms shall have the meanings set
forth below: 
  
 “Acquisition”, by any Person,
means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the Property of another Person or at least a majority of the Voting Stock of another Person, in each case
whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise. 
  
 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent. 
  
 “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency or such
other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders. 
  
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
  
 “Affiliate” means, with respect to any 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. “Control” means 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 ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary voting power
for the election of directors, managing general partners or the equivalent. 







 “Agent-Related Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. 
  
 “Aggregate Revolving Commitments” means the Revolving
Commitments of all the Lenders. The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is EIGHTY-FIVE MILLION DOLLARS ($85,000,000). 
  
 “Agreement” means this Credit Agreement, as amended, modified, supplemented and extended from time to time.

  
 “Applicable Rate” means the following
percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b): 
  

	 Pricing
Tier

	  	 Consolidated Total
 Leverage Ratio

	  	Commitment Fee

	 	 	Letter of Credit Fee and
Eurocurrency Loans

	 	 	Base Rate Loans

	 
	I	  	Less than or equal to 1.0:1.0	  	0.250	%	 	1.25	%	 	0.00	%
	II	  	Less than or equal to 1.5:1.0
but greater than 1.0:1.0	  	0.300	%	 	1.50	%	 	0.00	%
	III	  	Less than or equal to 2.0:1.0
but greater than 1.5:1.0	  	0.375	%	 	1.75	%	 	0.25	%
	IV	  	Greater than 2.0:1.0	  	0.500	%	 	2.25	%	 	0.75	%

  
 Any increase or decrease in the
Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b);
provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Tier IV shall apply as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall continue to apply until the first Business Day immediately following the date such Compliance Certificate is actually delivered. The Applicable Rate in effect from the Closing Date through the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b) for the fiscal quarter ending December 31, 2003 shall be determined based upon the Consolidated Total Leverage Ratio as of the last day of
the fiscal quarter of the Borrower ending September 30, 2003. 
  
 “Alternative Currency” means each of British Pounds Sterling, Australian Dollars, Canadian Dollars, Euro, Mexican Pesos, Indian Rupees, Singapore Dollars and Philippine Pesos and each other currency (other than Dollars)
that is approved by all the Lenders in accordance with Section 1.09. 
  
 “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency 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) for the purchase of such Alternative Currency with Dollars. 
  

 2 








 “Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate
Revolving Commitments and $20,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. 
  
 “Applicable Currency” means Dollars or Alternative Currency, as applicable. 
  
 “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local
time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

  
 “Approved Fund” means any Fund that is
administered or managed by (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. 
  
 “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager. 
  
 “Assignment and Assumption” means an Assignment and
Assumption substantially in the form of Exhibit E. 
  
 “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel. 
  
 “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after
taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment. 
  
 “Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal year
ended December 31, 2002, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto. 
  
 “Availability Period” means, with respect to the Revolving
Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each
Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02. 
  
 “Bank of America” means Bank of America, N.A. and its successors. 
  
 “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds
Rate plus 1/2 of 1% or (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the
“prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
  


 3 








 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate
Loans shall be denominated in Dollars. 
  
 “Borrower” has the meaning specified in the introductory paragraph hereto. 
  
 “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
  
 “Brennan Family” means John J. Brennan and Donald P. Brennan and their respective spouses and children; trusts established for the
benefit of any or all of the foregoing; and partnership, trusts, limited liability companies and other companies under majority control of John J. Brennan and/or Donald P. Brennan. 
  
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and (a) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect
of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market, (b) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means a TARGET Day, (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant
currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro
in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan
(other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 
  
 “Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its
Subsidiaries at such time. 
  
 “Capital Stock”
means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a
partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person. 
  
 “Cash Collateralize” has the meaning specified in Section 2.03(g). 
  

 4 








 “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of
acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than
270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1
(or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust
company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first
priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a) through (d). 
  
 “Change of Control” means an event or series of events by which: 
  
 (a) the Brennan Family shall at any time fail to own more than 35% of the Voting Stock of the Borrower; 
  
 (b) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) at any time becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all Capital Stock that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a
greater percentage of the Voting Stock of the Borrower than the percentage of the Voting Stock owned by the Brennan Family; or 
  
 (c) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause
(iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one
or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors). 
  

 5 








 “Closing Date” means the date hereof. 
  
 “Collateral” means a collective reference to all Property
with respect to which Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. 
  
 “Collateral Documents” means a collective reference to the Security Agreement, the Pledge Agreement and
such other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14. 
  
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D. 
  
 “Consolidated Adjusted EBITDAR” means, for any period for
the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) Consolidated EBITDA for such period plus (ii) Consolidated Rental Expense for such period minus (iii) Consolidated Cash Taxes for such period,
all as determined in accordance with GAAP. 
  
 “Consolidated Capital Expenditures” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that
Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase Property that is the same as or similar to the Property subject to such
Involuntary Disposition or (b) Permitted Acquisitions. 
  
 “Consolidated Cash Taxes” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all income taxes, as determined in accordance with GAAP, to the extent the same are paid in
cash during such period. 
  
 “Consolidated
EBITDA” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net
Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period and (c) the amount of depreciation and amortization expense
for such period, all as determined in accordance with GAAP, but excluding charges of up to $12.85 million, which charges were non-cash when recorded, related to the lawsuit pending against the Borrower in the Circuit Court of Berkeley County, West
Virginia and extraordinary gains and losses and the related tax effects thereon. 
  
 “Consolidated Fixed Charges” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) Consolidated Interest Charges for such period
plus (ii) Consolidated Scheduled Funded Debt Payments for such period plus (iii) Consolidated Rental Expense for such period, all as determined in accordance with GAAP. 
  
 “Consolidated Fixed Charges Coverage Ratio” means, as of any date of determination, the ratio of (i)
Consolidated Adjusted EBITDAR for the period of the four fiscal quarters most recently ended to (ii) Consolidated Fixed Charges for the period of the four fiscal quarters most recently ended. 
  
 “Consolidated Funded Indebtedness” means Funded Indebtedness
of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP. 
  
 “Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to
the sum of (i) all interest, premium payments, debt discount, fees, 

  

 6 








 
charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with
the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (ii) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is
treated as interest in accordance with GAAP. 
  
 “Consolidated Net Income” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries for such period as determined in accordance with GAAP.

  
 “Consolidated Net Worth” means, as of any
date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of such date determined in accordance with GAAP. 
  
 “Consolidated Rental Expense” means for any period for the Borrower and its Subsidiaries on a consolidated basis, rental expense under
operating leases for such period as determined in accordance with GAAP. 
  
 “Consolidated Revenues” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, the revenues of the Borrower and its Subsidiaries for such period as determined in accordance with GAAP.

  
 “Consolidated Scheduled Funded Debt Payments”
means, for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness, as determined in accordance with GAAP. For purposes of this definition,
“scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b)
shall be deemed to include the Attributable Indebtedness in respect of capital leases and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.05. 
  
 “Consolidated Total Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. 
  
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of
any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound. 
  
 “Control” has the meaning specified in the definition of “Affiliate.” 
  
 “Credit Extension” means each of the following: (a) a
Borrowing and (b) a L/C Credit Extension. 
  
 “Debt
Issuance” means the issuance by the Borrower or any Subsidiary of any Subordinated Indebtedness. 
  
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally. 
  

 7 








 “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default. 
  
 “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided,
however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws. 
  
 “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business
Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. 
  
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (excluding any Sale and
Leaseback Transaction) of any Property by the Borrower or any Subsidiary (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or
any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business of the Borrower and its Subsidiaries, (b) the sale, lease, license, transfer or
other disposition of machinery and equipment no longer used or useful in the conduct of business of the Borrower and its Subsidiaries, (c) any sale, lease, license, transfer or other disposition of Property by the Borrower or any Subsidiary to any
Loan Party, (d) any Involuntary Disposition by the Borrower or any Subsidiary, (e) any sale, lease, license, transfer or other disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary and (f) the license of IP Rights by the
Borrower or any Subsidiary in the ordinary course of business. 
  
 “Dollar” and “$” mean lawful money of the United States. 
  
 “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 Alternative Currency, 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) for the
purchase of Dollars with such Alternative Currency. 
  
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States. 
  
 “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a
natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries. 
  
 “EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the
Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. 
  

 8 








 “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency. 
  
 “Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems. 
  
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release
or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “ERISA” means the Employee Retirement Income Security Act of
1974. 
  
 “ERISA Affiliate” means any trade or
business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to
Section 412 of the Internal Revenue Code). 
  
 “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f)
the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 
  
 “Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation. 
  
 “Eurocurrency
Base Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan: 
  
 (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the
Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or 
  

 9 








 (b) if the rate referenced in the preceding clause (a) does not appear on such page or
service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association
Interest Settlement Rate for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, or 
  
 (c)
if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded upward to the next 1/100th of 1%) determined by the Administrative Agent as the rate of interest at which deposits in the relevant currency 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 Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in
the London or other offshore interbank market for such currency at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period. 
  
 “Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, a rate per
annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurocurrency Base Rate for such Eurocurrency Rate Loan for such Interest Period by (b) one minus the Eurocurrency Reserve Percentage for such
Eurocurrency Rate Loan for such Interest Period. 
  
 “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans. 
  
 “Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any
Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to
as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage. 
  
 “Event of Default” has the meaning specified in Section
9.01. 
  
 “Excluded Property” means, with
respect to any Loan Party, (a) any owned or leased personal Property that is located outside of the United States unless requested by the Administrative Agent or the Required Lenders, (b) any personal Property (including, without limitation, motor
vehicles) in respect of which perfection of a Lien is not either (i) governed by the Uniform Commercial Code or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent
and Trademark Office, unless requested by the Administrative Agent or the Required Lenders, (c) any Property which, subject to the terms of Section 8.09, is subject to a Lien permitted under Section 8.01(i) pursuant to documents which
prohibit such Loan Party from granting any other Liens in such Property, and (d) any lease, license or other contract if the grant of a Lien in such lease, license or contract in the manner contemplated by the Loan Documents is prohibited by the
terms of such lease, license or contract and would result in the termination of such lease, license or contract, but only to the extent that (i) after reasonable efforts, consent from the relevant party or parties has not been obtained and (ii) any
such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity. 
  

 10 








 “Existing Letters of Credit” means the letters of credit outstanding on the Closing Date
and identified on Schedule 2.03. 
  
 “Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary. 
  
 “Federal Funds Rate” means, 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 on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds 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 Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent. 
  
 “Fee Letter” means the letter
agreement dated as of October 8, 2003 among the Borrower, the Administrative Agent and the Arranger. 
  
 “Foreign Lender” has the meaning specified in Section 11.15(a)(i). 
  
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 
  
 “FRB” means the Board of Governors of the Federal Reserve
System of the United States. 
  
 “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
  
 “Funded Indebtedness” means, as to any Person at a
particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 
  
 (a) all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
  
 (b) all purchase money Indebtedness; 
  
 (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to Property purchased by
such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); 
  
 (d) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments; 
  
 (e) all obligations in respect of the deferred purchase price of Property or services (other than trade accounts payable in the ordinary course of business); 
  

 11 








 (f) Attributable Indebtedness in respect of capital leases, Synthetic Leases and
Securitization Transactions; 
  
 (g) all
preferred stock or other equity interests providing for mandatory redemptions, sinking fund or like payments prior to the Maturity Date; 
  
 (h) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; 
  
 (i) the amount of all contingent obligations (including,
without limitation, obligations to make earn-out payments) incurred in connection with Permitted Acquisitions or Acquisitions consummated prior to the Closing Date to the extent that such amounts are reasonably likely to be payable as determined by
the Administrative Agent in its reasonable discretion; 
  
 (j) all Guarantees with respect to Funded Indebtedness of the types specified above of another Person; and 
  
 (k) all Funded Indebtedness of the types referred to above of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent such Funded Indebtedness is expressly made non-recourse to such Person. 
  
 “GAAP” means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently
applied and as in effect from time to time. 
  
 “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 
  
 “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 
  

 12 








 “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative
Agent and the Lenders pursuant to Article IV hereof. 
  
 “Guarantors” means each Person identified as a “Guarantor” on the signature pages hereto and and each other Person that joins as a Guarantor pursuant to Section 7.12, together with their successors and
permitted assigns. 
  
 “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
  
 “Honor Date” has the meaning set forth in Section 2.03(a). 
  
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP: 
  
 (a) all Funded Indebtedness; 
  
 (b) the Swap Termination Value of any Swap Contract; 
  
 (c) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b)
above of any other Person; and 
  
 (d) all
Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint
venturer unless such Indebtedness is expressly made non-recourse to such Person. 
  
 “Indemnified Liabilities” has the meaning set forth in Section 11.05. 
  
 “Indemnitees” has the meaning set forth in Section 11.05. 
  
 “Interest Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period
applicable to such Eurocurrency Rate Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan and any Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date. 
  
 “Interest Period” means, as to each Eurocurrency Rate Loan,
the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice;
provided that: 
  
 (i) any Interest Period
that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business
Day; 
  

 13 








 (ii) any Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 
  
 (iii) no Interest Period shall extend beyond the Maturity
Date. 
  
 “Interim Financial Statements” means
the unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2003 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on
that date. 
  
 “Internal Revenue Code” means the
Internal Revenue Code of 1986. 
  
 “Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.  
  
 “Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other
taking for public use of, any Property of the Borrower or any Subsidiary. 
  
 “IP Rights” means all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights of the Borrower and its
Subsidiaries. 
  
 “IRS” means the United States
Internal Revenue Service. 
  
 “ISP98” has the
meaning set forth in Section 2.03(h). 
  
 “Joinder
Agreement” means a joinder agreement substantially in the form of Exhibit F executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 7.12. 
  
 “Laws” means, collectively, all international, foreign,
federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or
not having the force of law. 
  
 “L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share. All L/C Advances shall be denominated in Dollars. 
  
 “L/C Borrowing” means an extension of credit resulting from
a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans. All L/C Borrowings shall be denominated in Dollars. 
  

 14 








 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof
or extension of the expiry date thereof, or the renewal or increase of the amount thereof. 
  
 “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 
  
 “L/C Obligations” means, as at any date of determination,
the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. 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 ISP98, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
  
 “Lender” means each Person identified as a
“Lender” on the signature pages hereto and its successors and assigns and, as the context requires, includes the L/C Issuer and the Swing Line Lender. 
  

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
  
 “Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may
be a commercial letter of credit or a standby letter of credit. All Letters of Credit shall be issued in Dollars. 
  
 “Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from
time to time in use by the L/C Issuer. 
  
 “Letter of
Credit Expiration Date” means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 
  
 “Letter of Credit Sublimit” means an amount equal to the lesser of the Aggregate Revolving Commitments and
$5,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. 
  
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as
any of the foregoing). 
  
 “Loan” means an
extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Swing Line Loan. 
  
 “Loan Documents” means this Agreement, each Note, each Letter of Credit, each Letter of Credit Application, each Joinder Agreement, the
Collateral Documents, each Request for Credit Extension, each Compliance Certificate, the Fee Letter and each other document, instrument or agreement from time to time executed by the Borrower or any Subsidiary or any Responsible Officer thereof and
delivered in connection with this Agreement. 
  

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 “Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 
  
 “Loan Parties” means, collectively, the Borrower and each
Guarantor. 
  
 “Mandatory Cost” means, with
respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01. 
  
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan
Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 
  
 “Maturity Date” means December 2, 2006. 
  
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
  
 “Multiemployer Plan” means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
  
 “Net Cash Proceeds” means the aggregate cash or Cash
Equivalents proceeds received by the Borrower or any Subsidiary in respect of any Disposition, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and
investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the
Administrative Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received
by the Borrower or any Subsidiary in any Disposition, Debt Issuance or Involuntary Disposition. 
  
 “Note” or “Notes” means the Revolving Notes and/or the Swing Line Note, individually or collectively, as appropriate.

  
 “Obligations” means all advances to, and
debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any Swap Contract and any Treasury Management Agreement between any Loan Party and any
Lender or Affiliate of a Lender. 
  
 “Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, 

  

 16 








 
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity. 
  
 “Outstanding Amount” means (i) with respect to any Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any
Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect
on such date. 
  
 “Overnight Rate” means, for any
day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative
Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America located in the applicable interbank market for such currency to
major banks in such interbank market. 
  
 “Participant” has the meaning specified in Section 11.07(d). 
  
 “Participating Member State” means each state so described in any EMU Legislation. 
  
 “PBGC” means the Pension Benefit Guaranty Corporation. 
  
 “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2)
of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or
in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 
  
 “Permitted Acquisitions” means Investments consisting of an Acquisition by the Borrower or any Subsidiary,
provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any
reasonable extensions or expansions thereof), (ii) the Administrative Agent shall have received all items in respect of the Capital Stock or Property acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or
Section 7.14, (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iv) if the Total
Consideration paid by the Borrower or any Subsidiary for such Acquisition exceeds $1,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition
on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to Section
7.01(a) or (b), (v) the representations and warranties made by the Loan Parties in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto)
except to the extent such representations and warranties expressly relate to an earlier date, (vi) if such transaction involves the purchase of an interest in a partnership 

  

 17 








 
between the Borrower (or a Subsidiary of the Borrower) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other
partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Borrower newly formed for the sole purpose of effecting such transaction and (vii) the
Total Consideration paid by the Borrower or any Subsidiary for all such Acquisitions occurring in any twelve month period shall not exceed $10,000,000. 
  
 “Permitted Investments” means, at any time, Investments by the Borrower and its Subsidiaries permitted to exist at such time pursuant to
the terms of Section 8.02. 
  
 “Permitted
Liens” means, at any time, Liens in respect of Property of the Borrower and its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01. 
  
 “Person” means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity. 
  
 “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of
the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate. 
  
 “Pledge Agreement” means the pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent by each of the Loan Parties, as amended, modified and supplemented from time to time. 
  
 “Pro Forma Basis” means, for purposes of calculating the
financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate), that any Disposition, Involuntary Disposition, Acquisition or Restricted Payment shall be deemed to have occurred as of the first day of the most
recent four fiscal quarter period preceding the date of such transaction for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b). In connection with the foregoing, (a) with respect to any
Disposition or Involuntary Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the Property disposed of shall be excluded to the extent relating to any period occurring prior to the date of
such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement items attributable to the Person or
Property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with
GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or
assumed by the Borrower or any Subsidiary (including the Person or Property acquired) in connection with such transaction and any Indebtedness of the Person or Property acquired which is not retired in connection with such transaction (A) shall be
deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination. 
  
 “Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed
calculations of the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the
applicable transaction on a Pro Forma Basis. 
  

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 “Pro Rata Share” means, as to each Lender, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Revolving Commitments at such time; provided
that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Share of each Lender shall be determined based
on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such
Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
  
 “Property” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible.

  
 “Quoted Rate” means, with respect to any
Quoted Rate Swingline Loan, the fixed or floating percentage rate per annum, if any, offered by the Swing Line Lender and accepted by the Borrower in accordance with the provisions hereof; provided that from the date that any Lender funds a
participation interest in such Quoted Rate Swingline Loan, the Quoted Rate for such Quoted Rate Swingline Loan shall be a rate equal to the Base Rate plus the Applicable Margin. 
  
 “Quoted Rate Swing Line Loan” means any Swing Line Loan that bears interest at the Quoted Rate. 

 
 “Register” has the meaning set forth in Section
11.07(c). 
  
 “Reportable Event” means any of
the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived. 
  
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 
  
 “Required Lenders” means, at any time, at least three (3) Lenders holding in the aggregate more than fifty percent (50%) of (a) the
Revolving Commitments or (b) if the Revolving Commitments have been terminated, the outstanding Loans, L/C Obligations, Swing Line Loans and participations therein. The Revolving Commitments of any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders. 
  
 “Responsible Officer” means the chief executive officer, president, chief financial officer, controller or treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

  
 “Restricted Payment” means any dividend or
other distribution (whether in cash, securities or other property) with respect to any Capital Stock of the Borrower or any Subsidiary, or any payment (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 of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock. 
  

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 “Revaluation Date” means each of the following: (a) each date of a Borrowing of a
Eurocurrency Rate Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02 and (c) such additional dates as the Administrative
Agent or the Required Lenders shall specify (the Administrative Agent shall provide notice to the Borrower of such other dates). 
  
 “Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section
2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
  
 “Revolving Loan” has the meaning specified in Section
2.01(a). 
  
 “Revolving Note” has the meaning
specified in Section 2.11(a). 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto. 
  

“Sale and Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly, with
any person whereby the Borrower or such Subsidiary 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. 
  
 “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to
disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the
relevant Alternative Currency. 
  
 “SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. 
  
 “Securitization Receivables” has the meaning specified in the definition of “Securitization Transaction”. 
  
 “Securitization Transaction” means any financing transaction
or series of financing transactions (including factoring arrangements) pursuant to which the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment (the “Securitization Receivables”) to a special purpose subsidiary or affiliate of any Person. 
  
 “Security Agreement” means the security agreement dated as of the Closing Date executed in favor of the
Administrative Agent by each of the Loan Parties, as amended, modified and supplemented from time to time. 
  
 “Special Notice Currency” means, at any time, an Alternative Currency, other than the currency of a country that is a member of the
Organization for Economic Cooperation and Development at such time located in North America or Europe. 
  

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 “Spot Rate” means, for a currency, the rate determined by the Administrative Agent to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent or if the Person acting in
such capacity does not have as of the date of determination a spot buying rate for any such currency. 
  
 “Subordinated Indebtedness” means any Indebtedness of the Borrower or any Subsidiary that by its terms is expressly subordinated to the
Obligations in a manner and to an extent satisfactory to the Required Lenders. 
  
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary voting
power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower. 
  
 “Swap Contract” means (a) any and
all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement. 
  
 “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
  
 “Swing Line Lender” means Bank of America in its capacity as
provider of Swing Line Loans, or any successor swing line lender hereunder. 
  
 “Swing Line Loan” has the meaning specified in Section 2.04(a). 
  
 “Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B. 
  

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 “Swing Line Note” has the meaning specified in Section 2.11(a). 
  
 “Swing Line Sublimit” means an amount equal to the lesser of
(a) $5,000,000 or (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. 
  
 “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing
arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on the balance sheet under GAAP. 
  
 “TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro. 
  
 “Threshold
Amount” means $3,000,000. 
  
 “Total
Consideration” means, with respect to any Acquisition, the aggregate cash and non-cash consideration for such Acquisition (including the principal amount of any Indebtedness assumed, the Borrower’s reasonable and good faith projections
of the aggregate amount of any contingent payments (including earn-out payments) that the Borrower or any Subsidiary will ultimately have to pay in connection with such Acquisition and the amount of any Capital Stock of the Borrower issued to the
seller). 
  
 “Total Revolving Outstandings” means
the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations. 
  
 “Treasury Management Agreements” means any and all agreements governing the provision of domestic or international treasury or cash
management services, including, without limitation, deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade
finance services. 
  
 “Type” means, with respect
to any Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. 
  
 “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding that Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year. 
  
 “United States” and “U.S.” mean the United States of America. 
  
 “Unreimbursed Amount” has the meaning set forth in
Section 2.03(c)(i). 
  
 “Voting Stock”
means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person,
even though the right so to vote has been suspended by the happening of such a contingency. 
  

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 “Wholly Owned Subsidiary” means any Person 100% of whose Capital Stock is at the time
owned by the Borrower directly or indirectly through other Persons 100% of whose Capital Stock is at the time owned, directly or indirectly, by the Borrower. 
  
 1.02 Other Interpretive Provisions. 
  
 With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 
  
 (a) The meanings of defined terms are equally applicable to
the singular and plural forms of the defined terms. 
  
 (b) (i)
The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof. 
  
 (ii) Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. 
  
 (iii) The term “including” is by way of example and not limitation. 
  
 (iv) The term “documents” includes any and
all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. 
  
 (c) In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and
including.” 
  
 (d) Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
  
 1.03 Accounting Terms. 
  
 (a) Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis,
as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest
component of any Synthetic Lease shall be made by the Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease. 
  
 (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial statements and other 

  

 23 








 
documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement
made before and after giving effect to such change in GAAP. 
  
 (c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining compliance with such financial covenants and determining
the Applicable Rate) shall be made on a Pro Forma Basis. 
  
 1.04 Rounding. 
  
 Any financial ratios
required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 
  
 1.05 References to Agreements and Laws. 
  
 Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 
  
 1.06 Times of Day. 
  
 Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable). 
  
 1.07 Letter of Credit Amounts. 
  
 Unless
otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or
the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time. 
  
 1.08 Exchange Rates; Currency Equivalents. 
  
 (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies 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. 
  
 (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of
a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent. 
  

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 1.09 Additional Alternative Currencies. 
  
 The Borrower may from time to time request that Revolving Loans be made in a
currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and
convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent and the Lenders. Any such request shall be made to the Administrative Agent not later than 11:00 a.m. seven (7) Business Days prior to the date of
the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent in its sole discretion). The Administrative Agent shall promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent not
later than 11:00 a.m. two (2) Business Days after receipt of such request whether it consents, in its sole discretion, to making Revolving Loans in such requested currency. Any failure by a Lender to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such Lender to permit Revolving Loans to be made in such requested currency. If the Administrative Agent and all the Lenders consent to making Revolving Loans in such requested
currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder. If the Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.09, the Administrative Agent shall promptly so notify the Borrower. 
  
 1.10 Change of Currency. 
  
 (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest
expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. 
  
 (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify
to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. 
  
 ARTICLE II 
  
 THE COMMITMENTS AND CREDIT EXTENSIONS 
  
 2.01 Revolving Loans. 
  
 (a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Revolving Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in 

  

 25 








 
an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans denominated in Alternative Currencies shall
not exceed the Alternative Currency Sublimit and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, provided,
however, all Base Rate Loans shall be denominated in Dollars. 
  
 (b) The Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Revolving Commitments by up to FIFTEEN MILLION DOLLARS ($15,000,000) with additional
Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Borrower and approved by the Administrative Agent; provided that: 
  
 (i) any such increase shall be in a minimum principal amount of $5 million and in integral multiples of $5
million in excess thereof; 
  
 (ii) no Default
shall be continuing at the time of any such increase; 
  
 (iii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; and 
  
 (iv) any new Lender shall join this Agreement by executing
such joinder documents reasonably required by the Administrative Agent. 
  
 In connection with any such increase in the Aggregate Revolving Commitments, Schedule 2.01 shall be revised by the Administrative Agent to reflect the new Revolving Commitments and distributed to the Lenders. 
  
 2.02 Borrowings, Conversions and Continuations of Loans.

  
 (a) Each Borrowing, each conversion of Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent
not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies and (iii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan
Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base 

  

 26 








 
Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest
Period with respect thereto and (vi) if applicable, the Alternative Currency requested with respect thereto. If the Borrower fails to specify a currency in a Loan Notice, then the applicable Loans shall be made in Dollars. If the Borrower fails to
specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in
the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. No Revolving
Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 
  
 (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount (and currency) of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the
details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of
its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the Applicable Currency not later than 1:00 p.m., in the case of any Revolving Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any Revolving Loan denominated in Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set
forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower; provided, however, that if, on the date a Borrowing of Revolving Loans in Dollars, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. 
  
 (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the
Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted to Base Rate Loans at the end of the applicable Interest Period and (ii) any or all of the then
outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid on the last day of the then current Interest Period with respect thereto. 
  

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be 

  

 27 








 
conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 
  
 (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten (10) Interest Periods in effect with respect to Revolving Loans. 
  
 2.03 Letters of Credit. 
  
 (a) The Letter of Credit Commitment. 
  
 (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders
set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its
Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower or any of its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in
any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment or (z) the
Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 
  
 (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: 
  
 (A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with
respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 
  

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 (B) subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; 
  
 (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date; 
  
 (D) the issuance
of such Letter of Credit would violate one or more policies of the L/C Issuer; 
  
 (E) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting
Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Company or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or 
  
 (F) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of
Credit, or $500,000, in the case of a standby Letter of Credit, or is to be denominated in a currency other than Dollars. 
  
 (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 
  
 (iv) The L/C Issuer shall be under no obligation to issue or
amend any Letter of Credit if the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that
one or more applicable conditions contained in Article V shall not then be satisfied. 
  
 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. 
  
 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer
(with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 11:00 a.m. at least three (3) Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as
the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of
Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D)
such other matters as the L/C Issuer may require. 
  

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 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy
thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall,
on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately
upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Lender’s Pro Rata Share times the amount of such Letter of Credit. 
  
 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such
renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such
twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an
Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit
Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the
terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then
satisfied. 
  
 (iv) Promptly after its delivery
of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment. 
  
 (c) Drawings and
Reimbursements; Funding of Participations. 
  
 (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any
payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower
fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans 

  

 30 








 
to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice). Any notice given
by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. 
  
 (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s
Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 
  
 (iii) With respect to any Unreimbursed Amount that is not
fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount
of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent
for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03. 
  
 (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of
such amount shall be solely for the account of the L/C Issuer. 
  
 (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to
this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 
  
 (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is required to the 
  

 31 








 
date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
  
 (d) Repayment of Participations. 
  
 (i) At any time after the L/C Issuer has made a payment
under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

  
 (ii) If any payment received by the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the L/C
Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. 
  
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 
  
 (i) any lack of validity or enforceability of such Letter of
Credit, this Agreement, any other Loan Document or any other agreement or instrument relating thereto; 
  
 (ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any
beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
  
 (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 
  
 (iv) any payment by the L/C Issuer under such Letter of
Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or 
  

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 (v) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower. 
  
 The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid. 
  
 (f) Role of L/C
Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of
the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of
Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower
which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
  
 (g) Cash Collateral. Upon the request of the Administrative Agent, if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C
Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the 

  

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L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash
collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 
  
 (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer 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 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as
may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the
“ICC”) at the time of issuance shall apply to each commercial Letter of Credit. 
  
 (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share
(i) a Letter of Credit fee, in Dollars, for each standby Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit and (ii) a Letter of Credit fee, in Dollars, for each
commercial Letter of Credit equal to the fifty percent (50%) of the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit. Such Letter of Credit fees shall be computed on a quarterly basis in
arrears. Such Letter of Credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. 
  
 (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee, in Dollars, with respect to each Letter of Credit in the amounts and
at the times specified in the Fee Letter. In addition, the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 
  
 (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. 
  
 (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries. 
  
 2.04 Swing Line Loans. 
  
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans
(each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may
exceed the 

  

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amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,
plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan, as the Borrower may elect. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan. 
  
 (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be
made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m.
on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $50,000, or a whole multiple of $50,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business
Day and (iii) whether such Swing Line Loan shall be a Base Rate Loan or Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line
Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower in Same Day Funds.
Notwithstanding the foregoing, in the event that an “auto borrow”, “zero balance” or similar arrangement shall be in place between the Borrower and the Swing Line Lender, the Borrower shall request Swing Line Loans pursuant to
such alternative notice arrangements, if any, provided thereunder or in connection therewith 
  
 (c) Refinancing of Swing Line Loans. 
  
 (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf),
that each Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for
purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Revolving Commitments and the conditions set forth in Section 5.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each 

  

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Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds
for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall
be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 
  
 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section
2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and
each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
  
 (iii) If any Lender fails to make available to the
Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to
the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error. 
  
 (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as
provided herein. 
  
 (d) Repayment of Participations.

  
 (i) At any time after any Lender has
purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
  
 (ii) If any payment received by the Swing Line Lender in
respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the Swing Line Lender
in its discretion), each Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to
the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. 
  

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 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for
invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing
Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender. 
  
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender. 
  
 2.05 Prepayments.

  
 (a) Voluntary Prepayments of Loans. 
  
 (i) Revolving Loans. The Borrower may, upon notice
from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not
later than 11:00 a.m. (x) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (y) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (z) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each
such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. 
  
 (ii) Swing Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any
time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $50,000 or a whole multiple of $50,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify
the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the
foregoing, in the event that an “auto-borrow”, “zero balance” or other similar arrangement shall be in place between the Borrower and the Swing Line Lender, each Swing Line Loan advance shall be in such minimum amounts, if any,
provided by such agreement. 
  

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 (b) Mandatory Prepayments of Loans. 
  
 (i) Revolving Commitments. 
  
 (A) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving
Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate
Revolving Commitments then in effect. 
  
 (B) If
the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect by more than $500,000, the
Borrower shall, within two Business Days after receipt of such notice, prepay the Revolving Loans denominated in Alternative Currencies in an aggregate amount sufficient to reduce the Outstanding Amount as of such date of payment to an amount not to
exceed the Alternative Currency Sublimit then in effect. 
  
 (ii) Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds
of any Disposition or Involuntary Disposition (each such prepayment to be applied as set forth in clause (iv) below) to the extent (A) such Net Cash Proceeds are not reinvested in the same or similar Property within six (6) months of the date of
such Disposition or Involuntary Disposition, and (B) the aggregate amount of such Net Cash Proceeds not reinvested in accordance with the foregoing clause (A) shall exceed $3,000,000 in any fiscal year of the Borrower. 
  
 (iii) Debt Issuances. Immediately upon receipt by the
Borrower or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds (such
prepayment to be applied as set forth in clause (iv) below). 
  
 (iv) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied first to Swing Line Loans, then (after all Swing Line Loans have been repaid)
to Revolving Loans and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans
and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by
interest on the principal amount prepaid through the date of prepayment. 
  
 2.06 Termination or Reduction of Aggregate Revolving Commitments. 
  
 The Borrower may, upon notice from the Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments or from time to time
permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative


  

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Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of
the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be
paid on the effective date of such termination. 
  
 2.07
Repayment of Loans. 
  
 (a) The Borrower shall repay
to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date. 
  
 (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) demand by the Swing Line Lender and (ii) the Maturity Date. 

 
 2.08 Interest. 
  
 (a) Subject to the provisions of subsection (b) below, (i) each Revolving
Loan that is a Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period plus (B) the Applicable
Rate plus (C) in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State, the Mandatory Cost; (ii) each Revolving Loan that is a Base Rate Loan bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan that is a Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iv) each Swing Line Loan that is a Quoted Rate Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Quoted Rate. 
  
 (b) Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
  
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 
  
 (d) For the purposes of the Interest Act (Canada), (i) whenever a rate of
interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a
yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not
apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. 
  

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 2.09 Fees. 
  
 In addition to certain fees described in subsections (i) and (j) of Section 2.03: 
  
 (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving
Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or
more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

  
 (b) Other Fees.  
  
 (i) The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever. 
  
 (ii) The Borrower shall pay to the Lenders, in Dollars, such
fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
  
 2.10 Computation of Interest and Fees. 
  
 All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Revolving Loans denominated in Alternative Currencies as to
which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. 
  
 2.11 Evidence of Debt. 
  
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records 

  

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of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the
Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall (i) in the case of
Revolving Loans, be in the form of Exhibit C-1 (a “Revolving Note”), and (ii) in the case of Swing Line Loans, be in the form of Exhibit C-2 (a “Swing Line Note”). Each Lender may attach schedules to
its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 
  
 (b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent
and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 
  
 2.12 Payments Generally. 
  
 (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under this Agreement shall be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative
Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal of and
interest on Loans denominated in Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency and in
Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 
  
 (b) Subject to the definition of “Interest Period”, if any payment
to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 
  
 (c) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article
III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

  

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 (d) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any
payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be,
has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative
Agent in Same Day Funds, then: 
  
 (i) if the
Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of
each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in
effect; and 
  
 (ii) if any Lender failed to make
such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the
Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the
applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of
any default by such Lender hereunder. 
  
 A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. 
  
 (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this
Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 
  
 (f) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint.
The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure
of any other Lender to so make its Loan or purchase its participation. 
  

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 (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 
  
 2.13 Sharing of Payments. 
  
 If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the
Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such
Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase
price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders
following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. 
  
 ARTICLE III 
  
 TAXES, YIELD PROTECTION AND ILLEGALITY 
  
 3.01 Taxes. 
  
 (a) Any and all payments by any Loan Party to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and
clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being
hereinafter referred to as “Taxes”). If any Loan Party shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan 

  

 43 








 
Document to the Administrative Agent or any Lender, (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), each of the Administrative Agent and such Lender 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, (iii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty days after the date of such payment, such Loan Party
shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof or if no receipt is available, other evidence of payment reasonably satisfactory to the
Administrative Agent. 
  
 (b) In addition, the Borrower agrees to
pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). 
  
 (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.

  
 (d) The Borrower agrees to indemnify the Administrative Agent
and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within thirty days after the date the Lender or the Administrative Agent makes a demand therefor. 
  
 (e) If any Loan Party is required to pay any amount to any Lender or the
Administrative Agent pursuant to this Section 3.01, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment
which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. 
  
 3.02 Illegality. 
  
 If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans in the Applicable Currency, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, any Applicable Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender
to make or continue Eurocurrency Rate Loans in the Applicable Currency or to convert Base Rate Loans to Eurocurrency Rate Loans in the Applicable Currency 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 

  

 44 








 
demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Eurocurrency Rate Loans are denominated in Dollars,
convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 
  
 3.03 Inability to Determine Rates. 
  
 If the Administrative Agent determines in connection with any request for a Eurocurrency Rate Loan or a conversion to or
continuation thereof that (i) deposits in the Applicable Currency are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (ii)
adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (iii) the Eurocurrency Base Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders
to make or maintain Eurocurrency Rate Loans in the Applicable Currency shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to
or continuation of Eurocurrency Rate Loans in the Applicable Currency or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 
  
 3.04 Increased Cost and Reduced Return; Capital Adequacy.

  
 (a) If any Lender determines that as a result of the
introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or
(as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (iv) the
requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such
Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction or, if applicable, the portion of such cost that
is not represented by the Mandatory Cost. 
  
 (b) If any Lender
determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the
capital of such Lender or any corporation 

  

 45 








 
controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy
and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such
Lender for such reduction. 
  
 3.05 Funding Losses.

  
 Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 
  
 (a) any continuation, conversion, payment or prepayment of
any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
  
 (b) any failure by the Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 
  
 (c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or
interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 
  
 (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.16; 
  
 including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or
form the performance of any foreign exchange contract (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 
  
 For purposes of calculating amounts payable by the Borrower to the Lenders
under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 
  
 3.06 Matters Applicable to all Requests for Compensation. 
  
 (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may
use any reasonable averaging and attribution methods. 
  
 (b) Upon
any Lender’s making a claim for compensation under Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with Section 11.16. 
  

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 3.07 Survival. 
  
 All of the Borrower’s obligations under this Article III shall survive termination of the Revolving Commitments
and repayment of all other Obligations hereunder. 
  
 ARTICLE IV
 
  
 GUARANTY 
  
 4.01 The Guaranty. 
  
 Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract or Treasury Management Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not
paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) in accordance with the terms of such extension or renewal. 
  
 Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor under this Agreement and the
other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law. 

 
 4.02 Obligations Unconditional. 
  
 The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to
therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the
Obligations have been paid in full and the Revolving Commitment have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: 
  
 (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the
Obligations shall be extended, or such performance or compliance shall be waived; 
  

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 (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any
Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts or Treasury Management Agreements shall
be done or omitted; 
  
 (c) the maturity of any
of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and
any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts or Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any
security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; 
  
 (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall
fail to attach or be perfected; or 
  
 (e) any of
the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any
Guarantor). 
  
 With respect to its obligations hereunder, each
Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under
any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts or
Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations. 
  
 4.03 Reinstatement. 
  
 The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender in connection
with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law. 
  
 4.04 Certain Additional Waivers.

  
 Each Guarantor agrees that such Guarantor shall have no
right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06. 
  
 4.05 Remedies. 
  
 The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become 

  

 48 








 
automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have
become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof. 
  
 4.06 Rights of Contribution. 
  
 The Guarantors agree among themselves that, in connection with payments made
hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the
Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated. 
  
 4.07 Guarantee of Payment; Continuing Guarantee. 
  

The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising. 
  
 ARTICLE V 
  
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
  
 5.01 Conditions of Initial Credit Extension. 
  
 The obligation of each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent: 
  
 (a) Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in
the case of this Agreement, by each Lender. 
  
 (b) Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) and in form and substance satisfactory to the
Administrative Agent and its legal counsel: 
  
 (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; 
  
 (ii) such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and 
  
 (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly
organized or formed, and is 

  

 49 








 
validly existing, in good standing and qualified to engage in business in its state of organization or formation, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect. 
  
 (c) Opinion of Counsel. Receipt by the Administrative Agent of favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form
and substance satisfactory to the Administrative Agent. 
  
 (d) Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: 
  
 (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief
executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing
statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; 
  
 (ii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement,
together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable
discretion under the law of the jurisdiction of incorporation of such Person); 
  
 (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and

  
 (iv) duly executed notices of grant of
security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan
Parties 
  
 (e) Financial
Statements. The Administrative Agent shall have received: 
  
 (i) the Audited Financial Statements; 
  
 (ii) the Interim Financial Statements; and 
  
 (iii) such other information as the Administrative Agent may reasonably request. 
  
 (f) No Material Adverse Change. There shall not have occurred a material adverse change since May 2, 2003 in the business, assets,
liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries taken as a whole (except (i) as disclosed in the consolidated financial statements of the Borrower and its Subsidiaries dated June 30, 2003
and (ii) to the extent relating to the lawsuit pending in Berkeley County, West Virginia). 
  
 (g) Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower
certifying that the conditions specified in Section 5.01(f) and Sections 5.02(a), (b) and (c) have been satisfied. 
  

 50 








 (h) Evidence of Insurance. Receipt by the Administrative Agent of copies of
insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative Agent as additional
insured (in the case of liability insurance) or loss payee (in the case of hazard insurance) on behalf of the Lenders. 
  
 (i) Fees. Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the Closing Date.

  
 (j) Attorney Costs. Unless waived by
the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate
of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
  
 (k) Other. Receipt by the Administrative Agent and
the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance,
pension liabilities (actual or contingent), real estate leases, environmental matters, material contracts, debt agreements, property ownership, contingent liabilities, employment agreements, non-compete agreements and management of the Borrower and
its Subsidiaries. 
  
 5.02 Conditions to all Credit
Extensions. 
  
 The obligation of each Lender to honor
any Request for Credit Extension is subject to the following conditions precedent: 
  
 (a) The representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b)
of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. 
  

(b) No Default shall exist, or would result from such proposed Credit Extension. 
  
 (c) There shall not have been commenced against the Borrower
or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. 
  
 (d) The Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
  

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 (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there
shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would
make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. 
  
 Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in
Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension. 
  
 ARTICLE VI 
  
 REPRESENTATIONS AND WARRANTIES 
  
 The Loan Parties represent and warrant to the Administrative Agent and the Lenders that: 
  
 6.01 Existence, Qualification and Power. 
  
 Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  
 6.02 Authorization; No Contravention. 
  
 The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or
its Property is subject; or (c) violate any Law (including, without limitation, Regulation U or Regulation X issued by the FRB). 
  
 6.03 Governmental Authorization; Other Consents. 
  

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, other than (i) those that have already been obtained and are in full force and
effect and (ii) filings to perfect the Liens created by the Collateral Documents. 
  
 6.04 Binding Effect. 
  
 This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid 

  

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and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability. 
  
 6.05 Financial Statements; No Material Adverse Effect. 
  
 (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. 
  
 (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments. 
  
 (c) From the date of the Interim Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Subsidiary, or any Involuntary Disposition, of any material part of the
business or Property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated
financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior
to the Closing Date. 
  
 (d) The financial statements delivered
pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial
statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. 
  
 (e) Since May 2, 2003 there has been no event or circumstance that has had or
could reasonably be expected to have a Material Adverse Effect (except (i) as disclosed in the consolidated financial statements of the Borrower and its Subsidiaries dated June 30, 2003 and (ii) to the extent relating to the lawsuit pending in
Berkeley County, West Virginia).  
  
 6.06
Litigation. 
  
 There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect
(except to the extent relating to the lawsuit pending in Berkeley County, West Virginia).  
  
 6.07 No Default. 
  
 No Default has occurred and is continuing. 
  

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 6.08 Ownership of Property; Liens. 
  
 Each of the Borrower and its Subsidiaries has good record and marketable
title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Property of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens. 
  
 6.09 Environmental Compliance. 
  
 Except as could not reasonably be expected to have a Material Adverse Effect: 
  
 (a) Each of the Facilities and all operations at the Facilities are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable
Environmental Laws. 
  
 (b) None of the
Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

  
 (c) Neither the Borrower nor any Subsidiary
has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental
Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. 
  
 (d) Hazardous Materials have not been transported or
disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that would be
reasonably likely to give rise to liability under, any applicable Environmental Law. 
  
 (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the
Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. 
  

(f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the
operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability
under Environmental Laws. 
  
 6.10 Insurance.

  
 The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning 

  

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similar properties in localities where the Borrower or the applicable Subsidiary operates. The insurance coverage of the Loan Parties as in effect on the
Closing Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.10. 
  
 6.11 Taxes. 
  
 The Borrower and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all
federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

  
 6.12 ERISA Compliance. 
  
 (a) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Internal Revenue Code and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Loan Parties, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been
made with respect to any Plan. 
  
 (b) There are no pending or, to
the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 
  
 (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability; (iii) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA);
(iv) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 
  
 6.13 Subsidiaries. 
  
 Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (a) number of shares of each class of Capital Stock outstanding, (b) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (c)
number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of each Subsidiary is validly issued, fully paid and
non-assessable. 
  

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 6.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

  
 (a) The Borrower is not engaged and will not engage,
principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following
the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of
Section 9.01(e) will be margin stock. 
  
 (b) None of the
Borrower, any Person Controlling the Borrower or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act
of 1940. 
  
 6.15 Disclosure. 
  
 No report, financial statement, certificate or other information furnished
(whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
  
 6.16 Compliance with Laws. 
  
 Each of the Borrower and each Subsidiary is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
  
 6.17 Intellectual Property; Licenses, Etc. 
  
 Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries own,
or possess the legal right to use, all IP Rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. Set forth on Schedule 6.17 is a list of all IP Rights
registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party or that any Loan Party has the right to use as of the Closing Date. Except for such claims and
infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor
does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary or the granting of a right or a license in respect of any IP Rights from
the Borrower or any Subsidiary does not 
  

 56 








 
infringe on the rights of any Person. As of the Closing Date, none of the IP Rights of the Loan Parties is subject to any licensing agreement or similar
arrangement (other than any such agreement in which a Loan Party is the licensor and that is entered into in the ordinary course of business) except as set forth on Schedule 6.17. 
  
 6.18 [Reserved]. 
  
 6.19 Perfection of Security Interests in the Collateral. 
  
 The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby,
which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens. 
  
 6.20 Business Locations. 
  
 (a) Set forth on Schedule 6.20(a) is a list of all real property located in the United States that is owned or leased by the Loan Parties as of the
Closing Date. 
  
 (b) Set forth on Schedule 6.20(b) is a
list of all locations where any tangible personal property of any Loan Party is located as of the Closing Date (other than those locations set forth on Schedule 6.20(a)). 
  
 (c) Set forth on Schedule 6.20(c) is the chief executive office location, federal taxpayer identification number and
state organizational identification number of each Loan Party as of the Closing Date. 
  
 (d) The exact legal name and state of formation of each Loan Party is as set forth on the signature pages to this Agreement. 
  
 (e) Except as set forth on Schedule 6.20(e), no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii)
changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure. 
  
 6.21 Broker’s Fees. 
  
 Neither the Borrower nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other
similar fee in connection with any of the transactions contemplated under the Loan Documents. 
  
 6.22 Labor Matters. 
  
 As of the Closing Date, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any Subsidiary. During the five (5) years preceding the Closing Date, neither the Borrower nor any
Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty. 
  
 6.23 Tax Shelter Regulations. 
  
 The Borrower does not intend to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within
the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If the Borrower so notifies the Administrative
Agent, the Borrower 

  

 57 








 
acknowledges that one or more of the Lenders may treat its Loans and/or its interest in Swing Line Loans and/or Letters of Credit as part of a transaction
that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation. 
  
 ARTICLE VII 
  
 AFFIRMATIVE COVENANTS 
  
 So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Loan Parties shall and shall cause each Subsidiary to: 
  
 7.01 Financial Statements. 
  
 Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 
  
 (a) as soon as available, but in any event within ninety
(90) days after the end of each fiscal year of the Borrower, consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or
operations, retained earnings, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 
  
 (b) as soon as available, but in any event within forty-five
(45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related
consolidated and consolidating statements of income or operations, retained earnings, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly
presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

  
 As to any information contained in materials furnished
pursuant to Section 7.02(e), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information
and materials described in subsections (a) and (b) above at the times specified therein. 
  

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 7.02 Certificates; Other Information. 
  
 Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders: 
  
 (a) concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that
in making the examination necessary therefor no knowledge was obtained of any Default under any of the financial covenants contained in Section 8.11 or, if any such Default shall exist, stating the nature and status of such event; 

 
 (b) concurrently with the delivery of the financial
statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
  
 (c) (i) by no later than February 28 of each year, a draft of the annual business plan and budget of the Borrower and its Subsidiaries for
such fiscal year containing, among other things, projected financial statements for each quarter of such fiscal year, and (ii) by no later than April 30 of each year, the final annual business plan and budget of the Borrower and its Subsidiaries for
such fiscal year containing, among other things, projected financial statements for each quarter of the next fiscal year; 
  
 (d) promptly after any request by the Administrative Agent or any Lender, copies of any final detailed audit reports, management letters
or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of
them; 
  
 (e) promptly after the same are
available, (i) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which
the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or to a holder of any Indebtedness owed by the Borrower or any Subsidiary in its capacity as such a holder and not otherwise
required to be delivered to the Administrative Agent pursuant hereto and (ii) upon the request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local
agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental,
health or safety matters; 
  
 (f) promptly, such
additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request;

  
 (g) concurrently with the delivery of the
financial statements referred to in Sections 7.01(a) and (b), a certificate of a Responsible Officer of the Borrower (i) listing (A) all applications, if any, for Copyrights, Patents or Trademarks (each such term as defined in the
Security Agreement) made since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), (B) all issuances of registrations or letters on existing applications for Copyrights, Patents and Trademarks (each
such term as defined in the Security Agreement) received since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), and (C) all material Trademark Licenses, Copyright Licenses and Patent Licenses (each
such term as defined in the Security Agreement) entered into since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), and (ii) attaching the insurance binder or other evidence of insurance for any
insurance coverage of the Borrower or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements; and 
  

 59 








 (h) promptly after the Borrower has notified the Administrative Agent of any intention by
the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor
form. 
  
 Documents required to be delivered pursuant to
Section 7.01(a) or (b) or Section 7.02(e) may (to the extent any such documents are included in materials otherwise filed with the SEC) be delivered electronically 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 11.02; or (ii) on which such documents are posted on the
Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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: (i) 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 (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender 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 required to provide paper copies of the Compliance Certificates required by
Section 7.02(b) to the Administrative Agent and each of the Lenders. Except for such Compliance Certificates, 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.

  
 7.03 Notices. 
  
 (a) Promptly (and in any event within two Business Days) notify the
Administrative Agent and each Lender of the occurrence of any Default. 
  
 (b) Promptly notify the Administrative Agent and each Lender of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including to the same extent the following has resulted or could reasonably
be expected to result in a Material Adverse Effect (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws.

  
 (c) Promptly notify the Administrative Agent and each Lender
of the occurrence of any ERISA Event. 
  
 (d) Promptly notify the
Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary. 
  
 (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the
Administrative Agent or the Required Lenders 
  

 60 








 
reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 6.09 to be untrue in
any material respect, will furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or
groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Materials of Environmental Concern on any Facilities and as to the compliance by the Borrower or any of its
Subsidiaries with Environmental Laws at such Facilities. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for the same, and
the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Facilities to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any
assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. 
  
 Each notice pursuant to this Section 7.03 shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a)
shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 
  
 7.04 Payment of Obligations. 
  
 Pay and discharge, as the same shall become due and payable (a) all tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (b) all lawful claims
which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or
such Subsidiary. 
  
 7.05 Preservation of Existence,
Etc. 
  
 (a) Preserve, renew and maintain in full force
and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05. 
  

(b) Preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its organization, except to the
extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  
 (c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  
 (d) Preserve or renew all of its material registered patents, copyrights, trademarks, trade names and service marks, except to the extent the failure to
do so could not reasonably be expected to have a Material Adverse Effect. 
  

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 7.06 Maintenance of Properties. 
  
 (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted. 
  
 (b) Make all necessary repairs thereto and renewals and replacements thereof, except to the extent the failure to do so could not reasonably be expected
to have a Material Adverse Effect. 
  
 (c) Use the standard of
care typical in the industry in the operation and maintenance of its facilities. 
  
 7.07 Maintenance of Insurance. 
  
 Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each
provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice
before any such policy or policies shall be altered or canceled. 
  
 7.08 Compliance with Laws. 
  
 Comply with
the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or Property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
  
 7.09 Books and Records. 
  
 (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be. 
  
 (b) Maintain such books of record and account in material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 
  
 7.10 Inspection Rights. 
  
 (a) Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Lenders and
at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the 

  

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Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice. 
  
 (b) If requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Borrower, to conduct an annual audit of the
Collateral at the expense of the Borrower. 
  
 7.11 Use of
Proceeds. 
  
 Use the proceeds of the Credit Extensions
(a) to finance working capital, capital expenditures and other general corporate purposes, (b) to refinance Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement and (c) to finance Permitted Acquisitions,
provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document. 
  
 7.12 Additional Subsidiaries. 
  
 Within thirty (30) days after the acquisition or formation of any Subsidiary: 
  
 (a) notify the Administrative Agent thereof in writing, together with (i) jurisdiction of formation, (ii)
number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and 
  
 (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the
Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(b) and
(d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably
satisfactory to the Administrative Agent. 
  
 7.13 ERISA
Compliance. 
  
 Do, and cause each of its ERISA
Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law; (b) cause each Plan that is qualified under
Section 401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Internal Revenue Code. 
  
 7.14 Pledged Assets. 
  

Each Loan Party will (i) cause all of its owned and leased personal Property other than Excluded Property to be subject at all times to first priority,
perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional
security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including,
without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such 

  

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Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the
perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without
limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date
hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United
States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected
Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. 
  
 7.15 Landlord Lien Waivers. 
  
 The Loan Parties shall use commercially reasonable efforts to obtain
landlord lien waivers, in form and substance reasonably satisfactory to the Administrative Agent, for each location leased by a Loan Party if requested by the Administrative Agent. 
  
 ARTICLE VIII 
  
 NEGATIVE COVENANTS 
  
 So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 
  
 8.01 Liens. 
  
 Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, other than the following: 

 
 (a) Liens pursuant to any Loan Document; 
  
 (b) Liens existing on the date hereof and listed on
Schedule 8.01 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);

  
 (c) Liens (other than Liens imposed under
ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP; 
  
 (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of
business, provided that such Liens secure only 

  

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amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good
faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; 
  
 (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA; 
  
 (f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance
bonds and other obligations of a like nature incurred in the ordinary course of business; 
  
 (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 
  
 (h) Liens securing judgments for the payment of money (or
appeal or other surety bonds relating to such judgments) not in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless
any such judgment remains undischarged for a period of more than thirty (30) consecutive days during which execution is not effectively stayed; 
  
 (i) Liens securing Indebtedness permitted under Section 8.03(c); provided that (i) such Liens do not at any time encumber
any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such
Liens attach to such Property concurrently with or within ninety days after the acquisition thereof; 
  
 (j) leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any
Subsidiary; 
  
 (k) any interest of title of a
lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; 
  
 (l) Liens deemed to exist in connection with Investments in
repurchase agreements permitted under Section 8.02; 
  
 (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; 
  
 (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

  
 (o) Liens created or deemed to exist in
connection with a Securitization Transaction permitted hereunder (including any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable Securitization Receivables actually sold, contributed,
financed or otherwise conveyed or pledged pursuant to such transaction; and 
  

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 (p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under
Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses. 
  
 8.02 Investments. 
  
 Make any Investments, except: 
  
 (a) Investments held by the Borrower or such Subsidiary in
the form of cash or Cash Equivalents; 
  
 (b)
Investments existing as of the Closing Date and set forth in Schedule 8.02; 
  
 (c) Investments in any Person that is a Loan Party prior to giving effect to such Investment; 
  
 (d) Investments consisting of extensions of credit in the
nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss; 
  
 (e) Guarantees permitted by Section 8.03; 
  
 (f) Permitted Acquisitions; 
  
 (g) advances or loans to directors, officers and employees made by the Borrower and its Subsidiaries that do not exceed $1,000,000 in the
aggregate at any one time outstanding; 
  
 (h)
advances or loans to customers and suppliers made by the Borrower and its Subsidiaries in the ordinary course of business that do not exceed $1,000,000 in the aggregate at any one time outstanding; 
  
 (i) Investments made prior to the Closing Date by the
Borrower or any Subsidiary in any Subsidiary; 
  
 (j) Investments by Foreign Subsidiaries in and to other Foreign Subsidiaries; 
  
 (k) Investments by the Borrower and its Domestic Subsidiaries in and to Foreign Subsidiaries, provided that the aggregate amount (on a
cost basis and net of any repayment of such Investments during such period) of all Investments by the Borrower and its Domestic Subsidiaries in and to (i) Foreign Subsidiaries organized under the laws of India shall not exceed $20,000,000 after the
Closing Date, (ii) Foreign Subsidiaries organized under the laws of Singapore or the Phillipines shall not exceed $20,000,000 after the Closing Date and (iii) all other Foreign Subsidiaries shall not exceed (A) $35,000,000 during the period from the
Closing Date to the first anniversary of the Closing Date, (B) $45,000,000 during the period from the Closing Date to the second anniversary of the Closing Date and (C) $55,000,000 during the period from the Closing Date to the Maturity Date;
and 
  

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 (l) Investments of a nature not contemplated in the foregoing clauses made by the
Borrower and its Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any time outstanding. 
  
 8.03 Indebtedness. 
  
 Create, incur, assume or suffer to exist any Indebtedness, except: 
  
 (a) Indebtedness under the Loan Documents; 
  
 (b) Indebtedness of the Borrower and its Subsidiaries set forth in Schedule 8.03 (and renewals,
refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); 
  
 (c) intercompany Indebtedness permitted under Section 8.02; 
  
 (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any
Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or
property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 
  
 (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the
Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an
aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in
excess of the principal balance outstanding thereon at the time of such refinancing; 
  
 (f) unsecured Indebtedness in an amount not to exceed $30,000,000 at any time outstanding incurred by the Borrower or any Subsidiary to
finance a Permitted Acquisition; 
  
 (g)
Subordinated Indebtedness in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; 
  
 (h) other unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any outstanding; and 
  
 (i) Guarantees with respect to Indebtedness permitted under
this Section 8.03. 
  
 8.04 Fundamental
Changes. 
  
 Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the
foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or 

  

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consolidate with any Subsidiary, provided that the Borrower shall be the continuing or surviving corporation, (b) any Subsidiary may merge or
consolidate with any other Subsidiary, provided that (i) if a Guarantor is a party thereto, then a Guarantor shall be the continuing or surviving corporation and (ii) if a Guarantor is not a party thereto and a Domestic Subsidiary is a party
thereto, then a Domestic Subsidiary shall be the continuing or surviving corporation, (c) any Subsidiary may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted
Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation, and (d) any Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such
dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. 
  
 8.05 Dispositions. 
  
 Make any Disposition unless: 
  
 (a) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary; 
  
 (b) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05; 
  
 (c) at least seventy-five percent (75%) of the consideration
paid in connection therewith shall be cash or Cash Equivalents, shall be received contemporaneous with the consummation of such Disposition and shall be in an amount not less than the fair market value of the Property disposed of; 
  
 (d) if the aggregate net book value of all of the assets
sold or otherwise disposed of by the Borrower and its Subsidiaries in any Disposition exceeds $1,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such
Disposition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b); and 
  
 (e)
the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all Dispositions in any fiscal year shall not exceed $2,000,000. 
  
 8.06 Restricted Payments. 
  
 Declare or make, directly or indirectly, any Restricted Payment, or incur
any obligation (contingent or otherwise) to do so, except that: 
  
 (a) each Subsidiary may make Restricted Payments (directly or indirectly) to any Loan Party; 
  
 (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Stock of
the Person making such dividend or distribution; and 
  
 (c) the Borrower may make any other Restricted Payments, provided that prior to making any such Restricted Payment, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that,
upon giving effect on a Pro Forma 

  

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Basis to such Restricted Payment, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent
fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b). 
  
 8.07 Change in Nature of Business. 
  
 Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing
Date or any business substantially related or incidental thereto. 
  
 8.08 Transactions with Affiliates and Insiders. 
  
 Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions between Loan Parties, (b) intercompany transactions expressly permitted by Section
8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) reasonable compensation and reimbursement of expenses of officers and directors and (e) except as otherwise specifically limited in this Agreement,
other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person
other than an officer, director or Affiliate. 
  
 8.09
Burdensome Agreements. 
  
 Enter into or permit to
exist any Contractual Obligation that encumbers or restricts the ability of the Borrower or any Subsidiary to (a) pay dividends or make any other distributions to any Loan Party on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Loan Party, (c) make loans or advances to any Loan Party, (d) sell, lease or transfer any of its Property to any Loan Party, (e) grant any Lien
on any of its Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (f) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings,
exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(e) above) for (i) this Agreement and the other Loan Documents, (ii) any document or instrument governing Indebtedness incurred pursuant
to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iii) any Permitted Lien or any document or instrument governing any
Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions contained in any agreement relating to the sale of any
Property permitted under Section 8.05 pending the consummation of such sale, (v) the Contractual Obligations set forth on Schedule 8.09, and (vi) any document or instrument governing Subordinated Indebtedness. 
  
 8.10 Use of Proceeds. 
  
 Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose. 
  
 8.11 Financial
Covenants. 
  
 (a) Consolidated Total Leverage
Ratio. Permit the Consolidated Total Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.5:1.0. 
  

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 (b) Consolidated Net Worth. Permit Consolidated Net Worth at any time to be less than the sum of
an amount equal to $56,000,000 increased on a cumulative basis as of the end of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending December 31, 2003 by an amount equal to 50% of Consolidated Net Income (to the extent
positive) for the fiscal quarter then ended plus 100% of the proceeds of all equity issuances after the Closing Date. 
  
 (c) Consolidated Fixed Charges Coverage Ratio. Permit the Consolidated Fixed Charges Coverage Ratio as of the end of any fiscal quarter of the
Borrower to be less than 1.50:1.0. 
  
 (d) Consolidated Capital
Expenditures. As of the end of each fiscal quarter, Consolidated Capital Expenditures for the period of four consecutive fiscal quarters then ended shall not exceed fifteen percent (15.0%) of Consolidated Revenues for such period.

  
 8.12 Prepayment of Other Indebtedness, Etc.

  
 (a) Amend or modify any of the terms of any Subordinated
Indebtedness of the Borrower or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to the Borrower or any Subsidiary (including any amendment or modification that would shorten the final maturity or
average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). 
  
 (b) Amend or modify any of the subordination provisions of any Subordinated Indebtedness. 
  
 (c) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or
acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness of
the Borrower or any Subsidiary. 
  
 8.13 Organization
Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity. 
  
 (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders. 
  
 (b) Change its fiscal year. 
  
 (c) Without providing thirty (30) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.

  
 8.14 Ownership of Subsidiaries. 
  
 Notwithstanding any other provisions of this Agreement to the contrary, (a)
permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to own any Capital Stock of any Subsidiary, except (i) to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect
to the ownership of Capital Stock of Foreign Subsidiaries and (ii) as set forth on Schedule 8.14, (ii) permit any Subsidiary to issue or have outstanding any shares of preferred Capital Stock or (iii) create, incur, assume or suffer to exist
any Lien on any Capital Stock of any Subsidiary, except for Permitted Liens. 
  

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 8.15 Sale and Leaseback Transactions. 
  
 Enter into any Sale and Leaseback Transaction, except (a) any Sale and
Leaseback Transaction that constitutes purchase money Indebtedness permitted by Section 8.1(e) and (b) any Sale and Leaseback Transaction that results in an operating lease to the Borrower or its Subsidiary, as applicable, that sold the subject
Property. 
  
 ARTICLE IX 
  
 EVENTS OF DEFAULT AND REMEDIES 
  
 9.01 Events of Default. 
  
 Any of the following shall constitute an Event of Default: 
  
 (a) Non-Payment. The Borrower or any other Loan Party
fails to pay (i) when and as required to be paid herein, in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any
L/C Obligation, or any commitment fee or other fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 
  
 (b) Specific Covenants. 
  
 (i) Any Loan Party fails to perform or observe any term,
covenant or agreement contained in any of Section 7.01, 7.02 or 7.03 and such failure continues for five Business Days; or 
  
 (ii) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.05(a), 7.10,
7.11, 7.12, or Article VIII; or 
  
 (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure
continues for thirty days; or 
  
 (d)
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in all material respects when made or deemed made; or 
  
 (e) Cross-Default. (i) With respect to any Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) the Borrower or any
Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of such Indebtedness or (B) the Borrower or any Subsidiary fails to observe or perform any other
agreement or condition relating to such Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the
effect of which default or other event is 

  

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to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of
notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its
stated maturity; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by
the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 
  
 (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its Property is instituted without the consent of such Person and continues undismissed or unstayed for
sixty calendar days, or an order for relief is entered in any such proceeding; or 
  
 (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or
fully bonded within thirty days after its issue or levy; or 
  
 (h) Judgments. There is entered against the Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of forty-five consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or 
  
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $500,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $500,000; or 
  
 (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or 
  

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 (k) Change of Control. There occurs any Change of Control. 
  
 9.02 Remedies Upon Event of Default. 
  
 If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
  
 (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated; 
  
 (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
  
 (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

  
 (d) exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; 
  
 provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender
to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
  
 9.03 Application of Funds. 
  
 After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order: 
  
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such; 
  
 Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in
proportion to the amounts described in this clause Second payable to them; 
  
 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, fees, premiums and scheduled periodic payments, and any 

  

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interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract
is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; 
  
 Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap
Contract is permitted by Section 8.03(d), and amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, and to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and 
  
 Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law. 
  
 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral for any Letter of Credit after such Letter of Credit has either been fully drawn or expired, then (i) if any other Obligations (other than Letters of Credit that have been Cash Collateralized) are
outstanding, such remaining amount shall be applied to such other Obligations, if any, in the order set forth above or (ii) if all of the Obligations (other than Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in
full, such remaining amount shall be paid to the Borrower or as otherwise required by Law. 
  
 ARTICLE X 
  
 ADMINISTRATIVE AGENT 
  
 10.01 Appointment
and Authorization of Administrative Agent. 
  
 (a) Each
Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan
Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, 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. Without limiting the generality of the foregoing
sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 
  
 (b) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and 

  

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immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this
Article X and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer. 
  
 10.02 Delegation of Duties. 
  
 The Administrative Agent may execute any of its duties under this Agreement
or any other Loan Document by or through agents, employees or attorneys-in-fact, including, for the purposes of any Borrowings or payments in Alternative Currencies, such sub-administrative agents as shall be deemed necessary by the Administrative
Agent, 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 agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct. Any such agent, sub-agent or other Person retained or employed pursuant to this Section 10.02 shall have all the benefits and immunities provided to the Administrative
Agent in this Article X with respect to any acts taken or omissions suffered by such Person in connection herewith or therewith, as fully as if the term “Administrative Agent” as used in this Article X and in the definition
of “Agent-Related Person” included such additional Persons with respect to such acts or omissions. 
  
 10.03 Liability of Administrative Agent. 
  
 No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for
any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any
Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant 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 or any Affiliate thereof. 
  
 10.04 Reliance by Administrative Agent. 
  
 (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to 

  

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take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders. 
  
 (b) For purposes of
determining compliance with the conditions specified in Section 5.01, each Lender that has signed this Agreement 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 
  
 10.05 Notice of Default. 
  
 The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written
notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article IX; provided, however, that unless and until the Administrative Agent has received
any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders. 
  
 10.06 Credit Decision; Disclosure of Information by Administrative
Agent. 
  
 Each Lender acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall
be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 
  

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 10.07 Indemnification of Administrative Agent. 
  
 Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from
and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a
final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Revolving Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

  
 10.08 Administrative Agent in its Individual
Capacity. 
  
 Bank of America and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their
respective Affiliates as though Bank of America were not the Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity. 
  
 10.09 Successor Administrative Agent. 
  
 The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the
Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer
and Swing Line Lender and the respective terms “Administrative Agent”, “L/C Issuer” and “Swing Line Lender” shall mean such successor administrative agent, Letter of Credit issuer and 

  

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swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring
L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the
obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Sections 11.04
and 11.05 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. If no successor administrative agent has accepted appointment as Administrative Agent by the
date thirty days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 
  
 10.10 Administrative Agent May File Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C 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 the Loans, L/C Obligations and all other 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 and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) 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 any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, 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 Sections
2.09 and 11.04. 
  
 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 
  
 10.11 Collateral and Guaranty Matters. 
  
 The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, 
  

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 (a) to release any Lien on any Collateral granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred
or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01; 
  
 (b) 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 8.01(i); and 
  
 (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder. 
  
 Upon request by the Administrative Agent
at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty,
pursuant to this Section 10.11. 
  
 10.12 Other
Agents; Arrangers and Managers. 
  
 None of the Lenders
or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,”
“lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons
so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 
  
 ARTICLE XI 
  
 MISCELLANEOUS 
  
 11.01 Amendments, Etc.

  
 No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall: 
  
 (a) extend or increase the Revolving
Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section
5.02 or of any Default or of a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender); 
  

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 (b) postpone any date fixed by this Agreement or any other Loan Document for any payment
of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 
  
 (c) reduce the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; 
  
 (d) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each Lender directly affected thereby; 
  
 (e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; 
  
 (f) amend Section 1.09 or the definition of
“Alternative Currency” without the written consent of each Lender; 
  
 (g) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or 

 
 (h) release the Borrower or, except in connection with a
merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each
Lender directly affected thereby; 
  
 and, provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Commitment of such Lender may not be increased or extended without the consent of such Lender. 
  
 Notwithstanding the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination
shall be binding on all of the Lenders. 
  

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 11.02 Notices and Other Communications; Facsimile Copies. 
  
 (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below)
electronic mail address, and 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 the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice
to the other parties; and 
  
 (ii) if to any
other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. 
  
 All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto
and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and
receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to
the Administrative Agent, the L/C Issuer and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder. 
  
 (b) Effectiveness of Facsimile
Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and
shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however,
that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. 
  
 (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided in Section 7.02, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. 
  
 (d) Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all 

  

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losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
  
 11.03 No Waiver; Cumulative Remedies. 
  
 No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
  
 11.04 Attorney Costs, Expenses and Taxes. 
  
 The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and all reasonable costs and expenses in connection with the use of
Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and
fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Revolving Commitments and repayment of all other Obligations. 
  
 11.05 Indemnification by the Borrower. 
  
 Whether or not the transactions contemplated hereby are consummated, the
Borrower agrees to indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, trustees, advisors, agents and attorneys-in-fact (collectively the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature
whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Revolving Commitment, Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, 

  

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any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements 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. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising
out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section
shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
  
 11.06 Payments Set Aside. 
  
 To the extent that any payment by or on behalf of any Loan Party is made to
the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any
Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off
had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to
the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. 
  
 11.07 Successors and Assigns. 
  
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all
or a portion of its Revolving Commitment 

  

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and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not apply to
rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether
or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee
of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, 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 Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section. 
  
 (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts of the Loans and L/C
Obligations 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 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 and any Lender, at
any reasonable time and from time to time upon reasonable prior notice. 
  
 (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal 

  

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solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to
be subject to Section 2.13 as though it were a Lender. 
  
 (e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 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 that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 11.15 as though it were a Lender. 
  
 (f) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 (g) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Loans pursuant
to subsection (b) above, Bank of America may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as
of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). 
  
 11.08 Confidentiality. 
  
 Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the
extent required by applicable laws or regulations or by any subpoena 

  

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or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder, as necessary; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective
counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other
similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates.
In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and the economic terms of this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Revolving Commitments, and the Credit Extensions. For the purposes of this Section,
“Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Notwithstanding
anything herein to the contrary, “Information” shall not include, and the Administrative Agent and each Lender may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax
structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent
or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby. 
  
 11.09 Set-off. 
  
 In addition to any rights and remedies of the Lenders provided by law, upon
the occurrence and during the continuance of any Event of Default, each Lender and any Affiliate of a Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived
by the Borrower (on its own behalf and on behalf of each Loan Party) 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 by, and other
indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from
that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application. 
  

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 11.10 Interest Rate Limitation. 
  
 Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
  
 11.11 Counterparts. 
  
 This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 11.12 Integration. 
  
 This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control;
provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 
  
 11.13 Survival of Representations and Warranties. 
  
 All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
  
 11.14 Severability. 
  
 If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  

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 11.15 Tax Forms. 
  
 (a) (i) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Internal Revenue Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Internal Revenue Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and
the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such
Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States
withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any
requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender. 
  
 (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with
respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms
or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two
duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code,
to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender. 
  
 (iii) The Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 3.01 (A) with respect to
any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a) or (B) if such Lender shall have failed to
satisfy the foregoing provisions of this Section 11.15(a); provided that if such Lender shall have satisfied the requirement of this Section 11.15(a) on the date such Lender became a Lender or ceased to act for its own account
with respect to any payment under any of the Loan Documents, nothing in this Section 11.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any
applicable law, treaty 

  

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or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to
withholding or is subject to withholding at a reduced rate. 
  
 (iv) The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower is not required to pay
additional amounts under this Section 11.15(a). 
  
 (b)
Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Internal Revenue Code,
without reduction. 
  
 (c) If any Governmental Authority asserts
that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders
under this Section shall survive the termination of the Revolving Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent. 
  
 11.16 Replacement of Lenders. 
  
 Under any circumstances set forth herein providing that the Borrower shall have the right to replace a Lender as a party to
this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Revolving Commitment and outstanding Loans (with the assignment fee to be paid by the Borrower in
such instance) pursuant to Section 11.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant
to Section 3.06(b), it shall be obligated to replace all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in full all principal, interest, fees and other
amounts owing to such Lender through the date of replacement (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing
Line Lender as each may reasonably require with respect to any continuing obligation to fund participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans. 
  
 11.17 Governing Law. 
  
 (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

 

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 (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 
  
 11.18
Waiver of Right to Trial by Jury. 
  
 EACH PARTY TO
THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
  
 11.19
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 them 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). 
  

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 11.20 USA Patriot Act Notice. 
  
 Each Lender 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 the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. 

 
 [SIGNATURE PAGES FOLLOW] 
  

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

		
	 BORROWER:
	 	 ICT GROUP, INC.,

	 	 	 a Pennsylvania corporation

			
	 	 	 By:
	 	 /s/ Vincent A. Paccapaniccia


	 	 	 Name: Vincent A. Paccapaniccia

	 	 	 Title:   Chief Financial Officer, Assistant Secretary

		
	 GUARANTORS:
	 	 YARDLEY ENTERPRISES, INC.,

	 	 	 a Delaware corporation

			
	 	 	 By:
	 	 /s/ Vincent A. Paccapaniccia


	 	 	 Name: Vincent A. Paccapaniccia

	 	 	 Title: Chief Financial Officer, Treasurer

		
	 	 	 ICT INTERNATIONAL, INC.,

	 	 	 a Delaware corporation

			
	 	 	 By:
	 	 /s/ Vincent A. Paccapaniccia


	 	 	 Name: Vincent A. Paccapaniccia

	 	 	 Title: Chief Financial Officer, Treasurer

		
	 	 	 HARVEST RESOURCES, INC.,

	 	 	 a Delaware corporation

			
	 	 	 By:
	 	 /s/ Vincent A. Paccapaniccia


	 	 	 Name: Vincent A. Paccapaniccia

	 	 	 Title: Chief Financial Officer, Treasurer


  
 [Signature Pages
Continue] 








	 ADMINISTRATIVE
	  	 	 	 
	 AGENT:
	  	 BANK OF AMERICA, N.A.,

	 	  	 as Administrative Agent

			
	 	  	 By:
	 	 /s/ Michael Brashler


	 	  	 Name: Michael Brashler

	 	  	 Title: Vice President

		
	 LENDER:
	  	 BANK OF AMERICA, N.A.,

	 	  	 as a Lender, L/C Issuer and Swing Line Lender

			
	 	  	 By:
	 	 /s/ Robert M. Searson


	 	  	 Name: Robert M. Searson

	 	  	 Title: Senior Vice President

		
	 	  	 FLEET NATIONAL BANK

			
	 	  	 By:
	 	 /s/ Mark E. McLaughlin


	 	  	 Name: Mark E. McLaughlin

	 	  	 Title: Senior Vice President

		
	 	  	 SOVEREIGN BANK

			
	 	  	 By:
	 	 /s/ Eric Ritter


	 	  	 Name: Eric Ritter

	 	  	 Title: AVP

		
	 	  	 LASALLE BANK NATIONAL ASSOCIATION

			
	 	  	 By:
	 	 /s/ Robert M. Walker


	 	  	 Name: Robert M. Walker

	 	  	 Title: Vice President









 Schedule 1.01 
  
 MANDATORY COSTS 
  
 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of
England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank (the “Mandatory Cost”). 
  
 2. For the purposes of this Schedule: 
  
 “Additional Cost Rate” has the meaning provided in paragraph
3 below; 
  
 “Eligible Liabilities” has the
meaning provided from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; 
  
 “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee
or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); 
  
 “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force
from time to time in respect of the payment of fees for the acceptance of deposits; 
  
 “Mandatory Cost” has the meaning provided in paragraph 1 above; 
  
 “Special Deposits” has the meaning provided from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England; and 
  
 “Tariff
Base” has the meaning provided in, and will be calculated in accordance with, the Fees Rules. 
  
 3. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate
(the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates
(weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 
  
 4. The Additional Cost Rate for any Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to
the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Lending Office. 







 5. The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom will be
calculated by the Administrative Agent as follows: 
  
 in
relation to a Loan denominated in British Pounds Sterling: 
  

	AB+C(B-D)+Ex0.01	  	percent per annum
	100-(A+C)	  

  
 in relation to a Loan
denominated in any currency other than British Pounds Sterling: 
  

	Ex0.01	  	percent per annum
	300	  

  
 where: 
  
 “A” is the percentage of Eligible Liabilities
(assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements. 
  
 “B” is the percentage rate of interest (excluding
the Margin, the Mandatory Cost the Default Rate) payable for the relevant Interest Period on the Loan. 
  
 “C” is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest
bearing Special Deposits with the Bank of England. 
  
 “D” is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest-bearing Special Deposits. 
  
 “E” is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as
being the average of the most recent rates of charge supplied by the Mandatory Cost Reference Lender to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per British Pounds Sterling 1,000,000. 
  
 6. In application of the above formulae, A, B, C and D will be included in
the formulae as percentages (i.e., 5% will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places. 

 
 7. If requested by the Administrative Agent, the Mandatory Cost Reference
Lender shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by the Mandatory Cost Reference Lender to the Financial Services Authority pursuant to the
Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by the Mandatory Cost Reference Lender as being the average of the Fee Tariffs applicable to the Mandatory Cost Reference Lender
for that financial year) and expressed in pounds per British Pounds Sterling 1,000,000 of the Tariff Base of the Mandatory Cost Reference Lender. 
  
 8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular,
but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender: 
  
 (a) the jurisdiction of its Lending Office; and 







 (b) any other information that the Administrative Agent may reasonably require for such
purpose. 
  
 Each Lender shall promptly notify the Administrative Agent of any
change to the information provided by it pursuant to this paragraph. 
  
 9. The percentages of each Lender for the purpose of A and C above and the rates of charge of the Mandatory Cost Reference Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied
to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of
a typical bank from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its Lending Office. 
  
 10. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate that over- or
under-compensates any Lender and shall be entitled to assume that the information provided by any Lender or the Mandatory Cost Reference Lender pursuant to paragraphs 4, 7 and 8 above is true and correct in all respects. 
  
 11. The Administrative Agent shall distribute the additional amounts received
as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and the Mandatory Cost Reference Lender pursuant to paragraphs 4, 7 and 8 above. 

 
 12. Any determination by the Administrative Agent pursuant to this
Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement. 
  
 13. The Administrative Agent may from time to time, after consultation with
the Foreign Borrower and the Lenders, determine and notify to all parties to the Credit Agreement any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to
time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error,
be conclusive and binding on all parties to the Credit Agreement. 







 Schedule 2.01 
  
 COMMITMENTS AND PRO RATA SHARES 
  

	 Lender

	  	Pro Rata Share

	 	 	Revolving Commitment


	 Bank of America, N.A.
	  	29.41176471	%	 	$	25,000,000.00
	 Fleet National Bank
	  	29.41176471	%	 	$	25,000,000.00
	 Sovereign Bank
	  	23.52941176	%	 	$	20,000,000.00
	 LaSalle Bank National Association
	  	17.64705882	%	 	$	15,000,000.00
	 	  	
	
	 	
	

	 Total
	  	100.00000000	%	 	$	85,000,000.00
	 	  	
	
	 	
	


  







 Schedule 2.03 
  
 EXISTING LETTERS OF CREDIT 
  
 None. 







 Schedule 6.10 
  
 INSURANCE 
  

	 Provider

	  	Policy Number

	  	 Type of
 Coverage

	  	Deductible

	  	 Limits

	  	 Term of
 Policy


	Johnson, Kendall & Johnson, Inc. (Producer)	  	35282811	  	General
Liability	  	None	  	 2,000,000 (general aggregate)
 1,000,000 (personal & injury)
 1,000,000 (each occurrence)
 1,000,000 (fire damage)
 10,000 (medical expenses)
	  	 04/01/2003 -
 04/01/2004

						
	 	  	73170292	  	Auto	  	None	  	1,000,000	  	04/01/2003 –
04/01/2004
						
	 	  	79636725	  	Umbrella	  	None	  	 2,000,000 (each occurrence)
 2,000,000 (aggregate)
	  	04/01/2003 –
04/01/2004
						
	 	  	2003004114328A	  	Workers’
Compensation	  	None	  	 100,000 (each accident)
 500,000 (disease -policy limit)
 100,000 (disease -each employee)
	  	04/01/2003 –
04/01/2004
						
	 	  	35282811	  	 Property /
 Casualty
	  	5,000	  	36,000,000	  	04/01/2003 –
04/01/2004








 Schedule 6.13 
  
 SUBSIDIARIES 
  

	1.	Eurotel Marketing Limited 

  

	 	•	limited liability company organized in the Republic of Ireland 

  

	 	•	700,000 shares authorized, 514,354 shares issued 

  

	 	•	514,353 shares held by ICT Group, Inc. 

  

	 	•	1 share held by Harvest Resources, Inc. 

  

	2.	Yardley Enterprises, Inc. 

  

	 	•	Incorporated in the state of Delaware 

  

	 	•	3000 shares authorized, 100 shares issued and outstanding 

  

	 	•	ownership: 100% owned by ICT Group, Inc. 

  

	3.	Harvest Resources, Inc. 

  

	 	•	Incorporated in the state of Delaware 

  

	 	•	3000 shares authorized, 100 shares issued and outstanding 

  

	 	•	ownership: 100% owned by Yardley Enterprises, Inc. 

  

	4.	ICT Canada Marketing, Inc. 

  

	 	•	Incorporated in Canada 

  

	 	•	Class A Shares (non-voting): Unlimited authorized, 10 issued and outstanding held by ICT Group, Inc. 

  

	 	•	Class B Shares (voting): Unlimited authorized, 2000 issued and outstanding, 980 owned by ICT Group, Inc., 510 owned by Ruth-Anne Foley, 510 owned by Robert J. Foley


  

	 	•	Shares subject to Unanimous Shareholder Agreement dated January, 29, 1996 by and among ICT Group, Inc., Robert J. Foley, Ruth-Anne Foley and ICT/Canada Marketing, Inc.


  

	5.	ICT Australia Pty. Ltd. 

  

	 	•	Incorporated in the State of New South Wales, Australia 

  

	 	•	100 shares issued and outstanding 

  

	 	•	ownership: 100% owned by ICT Group, Inc. 

  

	6.	ICT International, Inc. 

  

	 	•	Incorporated in the State of Delaware 

  

	 	•	3,000 shares of common stock, par value $1.00/share, issued and outstanding 

  

	 	•	ownership: 100% owned by ICT Group, Inc. 

  

	7.	ICT Barbados, Inc. 

  

	 	•	Incorporated in Barbados 

  

	 	•	Unlimited shares authorized 

  

	 	•	100 shares issued 

  

	 	•	ownership: 100% owned by ICT Group, Inc. 

  

	8.	ICT Marketing Services of Mexico, S. de R.L. de C.V. 

  

	 	•	Incorporated in Mexico 

  

	 	•	1 Equity quota with a par value of Mx $2,900 issued to ICT International, Inc. (99%) 

  

	 	•	1 Equity quota with a par value of Mx $10 issued to Harvest Resources, Inc. (1%) 









	9.	ICT Marketing Services of Asia Pacific Pte. Ltd. 

  

	 	•	Incorporated in Singapore 

  

	 	•	4 ordinary shares with a par value of $1.00/share issued to ICT International, Inc. 








 Schedule 6.17 
  
 IP RIGHTS 
  

	1.	Patents and Patent Licenses 

  

	 	•	None 

  

	2.	Copyrights and Copyright Licenses 

  

	 	•	None 

  

	3.	Trademarks and Trademark Licenses 

  

	 	(a)	ICT Group, Inc. 

  
 U.S. Trademark Pending Application 
  

	 Trademark

	  	Application Serial Number

	  	Filing Date


	 ICT NET2TEL.COM
	  	75-699,971	  	05/06/99
			
	 ICT INTERACTIVE
	  	76526497	  	6/20/03

  

	 	(b)	Harvest Resources, Inc. 

  

	 	•	 	U.S. Trademark Registered Trademark 

  

	 Trademark

	  	Application Serial Number

	  	Filing Date


	 ICT
	  	2,170,751	  	07/07/98

  

	 	•	 	U.S. Servicemark Pending Application 

  
 “ICT Global Interactive”-Application filed in the third quarter of 2003. 







 Schedule 6.20(a) 
  

LOCATIONS OF REAL PROPERTY 
  
 Each of the following properties is leased by the Borrower: 
  

	 1.
	  	 7150 Windsor Drive, Suite #1
 Allentown, PA
18106
	  	2.	  	 333 North Lake Parker Ave.
 Lakeland, FL
33801

				
	 3.
	  	 251 J.J. Audubon Prkwy
 Amherst, NY
14228
	  	4.	  	 3052 Old Columbus Road
 Lancaster, OH
43130

				
	 5.
	  	 Greenwood Square, Suite 350
 2 Greenwood
Square
 3331 Street Rd.
 Bensalem, PA 19020
	  	6.	  	 800 Town Center Dr.
 Langhorne, PA
19047

				
	 7.
	  	 1389 New Berwick Highway
 Bloomsburg, PA
17815-3098
	  	8.	  	 980 Elkton Drive
 Colorado Springs, CO
80907

				
	 9.
	  	 224 N. Logan Blvd.
 Burnham, PA
17009
	  	10.	  	 500 Lachowsky Drive, Suite 1-3
 Conway AR,
72032

				
	 11.
	  	 145 North Street
 Calais, ME
04619
	  	12.	  	 859 Town Center Dr.
 Langhorne, PA
19047

				
	 13.
	  	 737 Volvo Parkway, Suite #100
 Chesapeake, VA
23320
	  	14.	  	 310 Third Ave. NE, Suite #105
 Issaquah, WA
98027

				
	 15.
	  	 2835 North Sheffield Ave
 Chicago, IL
60657-5083
	  	16.	  	 6700 Grade Lane, Building 4
 Louisville, KY
40213-3416

				
	 17.
	  	 3370 Walden Ave, Suite #100
 Depew, NY
14043
	  	18.	  	 WSFS Building Suite #200
 115 College
Sq.
 Newark, DE 19711

				
	 19.
	  	 233 Beaver Dr.
 DuBois, PA
15801
	  	20.	  	 1 OUTLET LN
 STE (Range 200 - 213)

Lock Haven, PA 17745-9797

				
	 21.
	  	 100 Brandywine Blvd.
 Newtown, PA
18940
	  	22.	  	 251 North Grand Court Plaza Drive
 Nogales,
AZ 85621

				
	 23.
	  	 10220 E. Sprague Ave.
 Bldg. 46, Fl.
2
 Spokane, WA 99206
	  	24.	  	 1535 N Business 9
 Morrilton, AR
72110

				
	 25.
	  	 7765 NW 48th, Suite #100
 Miami, FL
33166
	  	26.	  	 10502 E. Sprague Ave.
 Suite 301

Spokane, WA 99201

				
	 27.
	  	 102 Industrial Blvd.
 Kearneysville, WV
25430-9646
	  	28.	  	 891 Main St.
 Oxford, ME
04270

				
	 29.
	  	 320 Juliana St., Suite #100
 Parkersburg, WV
26102
	  	30.	  	 2700 Interplex Dr
 Trevose, PA
19053

				
	 31.
	  	 85 Somerset Plaza
 Pittsfield, ME
04967
	  	32.	  	 584 Middletown Blvd
 Langhorne, PA
19047

				
	 33.
	  	 1615 North Franklin St
 Christiansburg, VA
24073
	  	34.	  	 40 Commerce Drive
 Westover, WV
26505

				
	 35.
	  	 Tidewater
 Virginia Beach, VA
23455
	  	36.	  	 128 Weld Rd
 Wilton, ME
04294

				
	 37.
	  	 2656 Lishelle Place
 Virginia Beach, VA
23455
	  	 	  	 

  







 Schedule 6.20(b) 
  
 LOCATIONS OF TANGIBLE PERSONAL PROPERTY 
  
 None. 







 Schedule 6.20(c) 
  
 LOCATIONS OF CHIEF EXECUTIVE OFFICES 
  


	1.	ICT Group, Inc. 

 100 Brandywine Boulevard 
 Newtown, PA 18940 
 Taxpayer ID#: 23-2458937

 State Organization ID#: 963532 
  

	2.	Yardley Enterprises, Inc. 

 300 Delaware Avenue, Suite 900

 Wilmington, DE 19801 
 Taxpayer
ID#: 51-0375406 
 State Organization ID#: 2637239 
  

	3.	ICT International, Inc. 

 2711 Centerville Road, Suite 400

 Wilmington, DE 19808 
 Taxpayer
ID#: 72-1559250 
 State Organization ID#: 3563055 
  

	4.	Harvest Resources, Inc. 

 300 Delaware Avenue, Suite 900

 Wilmington, DE 19801 
 Taxpayer
ID#: 51-0375434 
 State Organization ID#: 2637234 







 Schedule 6.20(e) 
  
 CHANGES IN LEGAL NAME, STATE OF FORMATION AND STRUCTURE 
  
 None. 







 Schedule 8.01 
  
 LIENS EXISTING ON THE CLOSING DATE 
  

Liens relating to any capital leases that have been repaid and/or terminated. 







 Schedule 8.02 
  
 INVESTMENTS EXISTING ON THE CLOSING DATE 
  
 None. 







 Schedule 8.03 
  
 INDEBTEDNESS EXISTING ON THE CLOSING DATE 
  
 None. 







 Schedule 8.09 
  
 BURDENSOME AGREEMENTS 
  
 1. Eurotel Marketing Limited (“Eurotel”) is a party to two agreements with the Industrial Development Agency (Ireland) (the “IDA”), one dated July 15,
1994 and the other dated December 20, 2000 (collectively the “Agreements”), pursuant to which Eurotel received financial assistance from the IDA towards the cost of establishing and expanding customer support centers in Ireland. The
Agreements prohibit Eurotel from making any dividend payment with the funds received from the IDA and also limit the amount that Eurotel may pay to a third party as a royalty. 
  
 2. Eurotel entered into an agreement dated August 1, 2003 with Udaras Na Gaeltachta pursuant to which Udaras agreed to provide financial
assistance to Eurotel in connection with the establishment of a call center in Belmullet, Ireland. This agreement prohibits Eurotel from making any dividend payment from the funds received from Udaras. The agreement also prohibits Eurotel from
paying any management fee to any party in connection with the operation of the center, and from paying any royalty in connection with the operation of the center, without the prior written consent of Udaras, which consent shall not be unreasonably
withheld. 







 Schedule 8.14 
  
 OWNERSHIP OF SUBSIDIARIES 
  
 Robert J. Foley and Ruth-Anne Foley each own 510 shares of Class B Shares of ICT/Canada Marketing, Inc. pursuant to the Unanimous Shareholder Agreement dated as of
January 29, 1996. 







 Schedule 11.02 
  

CERTAIN ADDRESSES FOR NOTICES 
  

	1.	TO ANY LOAN PARTY: 

  
 ICT Group, Inc. 
 100 Brandywine Boulevard

 Newtown, PA 18940 
 Attention:
Vincent A. Paccapaniccia, Senior Vice President and Chief Financial Officer 
 Telephone: 267-685-5024 
 Facsimile: 800-500-7906 
  
 With a copy to: 
  
 ICT Group, Inc. 
 100 Brandywine Boulevard

 Newtown, PA 18940 
 Attention:
Vincent M. Dadamo, Vice President and General Counsel 
 Telephone: 267-685-5354 
 Facsimile: 800-500-7906 
  

	2.	TO ADMINISTRATIVE AGENT: 

  
 For Daily Borrowing/Repaying Activity: 
  
 Bank of America, N.A., as Administrative Agent 
 101 North Tryon Street 
 Charlotte, NC 28255 
 NC1-001-15-04 
 Attention: Lori Lamb 
 Telephone: 704-386-7637 
 Facsimile:
704-409-0029 
  
 Wire Instructions: 
  
 Bank of America, N.A.                                ABA #:
053-000-196 
 Charlotte, NC
28255                                    Acct.#: 136-621-225-0600

 Attn:    Corporate Credit Services 
 Ref:      ICT Group, Inc. 
  
 For All Other Notices (including Financial Statements, Compliance Certificates, bank group communications) 
  
 Bank of America, N.A., as Administrative Agent 
 231 South LaSalle Street 
 Chicago, Illinois 60697 
 Mail Code: IL1-231-08-30 
 Attention: Walter Batson 
 Telephone: (312) 828-3559 
 Facsimile: (877)
207-2381 








	3.	TO L/C ISSUER: 

  
 Bank of America, N.A., as L/C Issuer 
 Trade
Operations-Los Angeles 
 333 S. Beaudry Avenue, 23rd Floor 
 Mail Code: CA9-703-19-23 
 Los Angeles, CA 90017-1466 
 Attention: Tai
Anh Lu 
 Telephone: (213) 345-0145 
 Facsimile: (213) 345-3384 
  

	4.	TO SWING LINE LENDER: 

  
 Bank of America, N.A., as Swing Line Lender 
 101 North Tryon Street 
 Charlotte, NC 28255 
 Attention: Lori Lamb 
 Telephone: 704-386-7637 
 Facsimile: 704-409-0029 







 Exhibit A 
  

FORM OF LOAN NOTICE 
  
 Date:             , 200    

  

	To:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of December 2, 2003 among
ICT Group, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit Agreement. 

  
 Ladies and Gentlemen: 
  
 The undersigned hereby
requests (select one): 
  
  ̈ A Borrowing of Revolving Loans 
  
  ̈ A conversion or continuation of Revolving Loans 
  

	1.	On             , 200     (which is a Business Day). 

  

	2.	In the amount of $            . 

  

	3.	Comprised of              (Type of Revolving Loan requested). 

  

	4.	For Eurodollar Rate Loans: with an Interest Period of              months. 

  
 With respect to any Borrowing or any conversion or continuation requested herein, the
Borrower hereby represents and warrants that (i) in the case of a Borrowing of Revolving Loans, such request complies with the requirements of the proviso to the first sentence of Section 2.01 of the Credit Agreement and (ii) in the case of a
Borrowing or any conversion or continuation, each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing or such conversion or continuation. 
  

	 ICT GROUP, INC.,

	 a Pennsylvania corporation

	
	 By:


	 Name:

	 Title:










 Exhibit B 
  

FORM OF SWING LINE LOAN NOTICE 
  
 Date:             , 200    

  

	To:	Bank of America, N.A., as Swing Line Lender 

  

	Cc:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of December 2, 2003 among
ICT Group, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit Agreement. 

  
 Ladies and Gentlemen: 
  
 The undersigned hereby requests a Swing Line Loan: 
  

	1.	On              , 200     (a Business Day). 

  

	2.	In the amount of $            . 

  
 With respect to such Borrowing of Swing Line Loans, the Borrower hereby represents and warrants that (i) such request complies with the
requirements of the first proviso to the first sentence of Section 2.04(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such
Borrowing of Swing Line Loans. 
  

	 ICT GROUP, INC.,

	 a Pennsylvania corporation

	
	 By:


	 Name:

	 Title:










 Exhibit C-1 
  
 FORM OF REVOLVING NOTE 
  
 December 2, 2003 
  
 FOR VALUE RECEIVED, ICT GROUP, INC., a Pennsylvania corporation (the “Borrower”), hereby promises to pay to
                         or registered assigns (the “Lender”), in accordance with the provisions of the
Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time
to time, the “Credit Agreement”) dated as of December 2, 2003 among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. 
  
 The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Credit Agreement. 
  
 This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit
Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the
date, amount and maturity of its Revolving Loans and payments with respect thereto. 
  
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Revolving Note. 
  
 THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. 
  
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be duly executed by its duly authorized officer as of
the day and year first above written. 
  

	 ICT GROUP, INC.,

	 a Pennsylvania corporation

	
	 By:


	 Name:

	 Title:










 Exhibit C-2 
  
 FORM OF SWING LINE NOTE 
  
 December 2, 2003 
  
 FOR VALUE RECEIVED, ICT GROUP, INC., a Pennsylvania corporation (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or registered assigns (the “Lender”), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Lender to the Borrower under that Amended and Restated Credit Agreement (as amended, modified,
supplemented and extended from time to time, the “Credit Agreement”) dated as of December 2, 2003 among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. 
  
 The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Credit Agreement. 
  
 This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence
and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit
Agreement. Swing Line Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Swing Line Note and endorse thereon
the date, amount and maturity of its Swing Line Loans and payments with respect thereto. 
  
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Swing Line Note. 
  
 THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. 
  
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be duly executed by its duly authorized officer as of
the day and year first above written. 
  

	 ICT GROUP, INC.,

	 a Pennsylvania corporation

	
	 By:


	 Name:

	 Title:










 Exhibit D 
  

FORM OF COMPLIANCE CERTIFICATE 
  
 Financial Statement Date:             , 200     
  

	To:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of December 2, 2003 among
ICT Group, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit Agreement. 

  
 Ladies and Gentlemen: 
  
 The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the
                         of the Borrower, and that, in [his/her] capacity as such, [he/she] is authorized to execute and
deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 
  
 [Use following paragraph 1 for fiscal year-end financial statements:] 
  
 [1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date,
together with the report and opinion of an independent certified public accountant required by such section.] 
  
 [Use following paragraph 1 for fiscal quarter-end financial statements:] 
  
 [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such
financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and
the absence of footnotes.] 
  
 2. The undersigned has reviewed and is familiar
with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

  
 3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 
  
 [select one:] 
  
 [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the
Loan Documents applicable to it.] 
  
 [or:] 







 [the following covenants or conditions have not been performed or observed and the following is a list of each such
Default and its nature and status:] 
  
 4. The representations and warranties of
the Loan Parties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit
Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate
is delivered. 
  
 5. The financial covenant analyses and information relating to
the financial covenants in Section 8.11 of the Credit Agreement, as set forth on Schedule 2 hereto, are true and accurate on and as of the date of this Certificate. 
  
 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
            , 200    . 
  
  

	 ICT GROUP, INC.,

	 a Pennsylvania corporation

		
	 By:
	 	

	 Name:

	 Title:










 Exhibit E 
  

FORM OF ASSIGNMENT AND ASSUMPTION 
  
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement identified below, receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full. 
  
 For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, Guarantees and Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor. 
  

	 1.
	  	Assignor:	  	  


			
	 2.
	  	Assignee:	  	 [and is an


			
	 	  	 	  	Affiliate/Approved Fund of [identify Lender]]
			
	 3.
	  	Borrower:	  	ICT Group, Inc., a Pennsylvania corporation
			
	 4.
	  	Administrative Agent:	  	Bank of America, N.A., as the administrative agent under the Credit Agreement
			
	 5.
	  	Credit Agreement:	  	Amended and Restated Credit Agreement dated as of November     , 2003 by and among the Borrower, the Guarantors identified therein, the Lenders parties
thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender








 6. Assigned Interest: 
  

	  
  
 Facility Assigned
	  	 Aggregate Amount of
Revolving Commitments
 of all Lenders

	  	 Amount of Revolving
Commitment Assigned

	  	 Percentage of Revolving
Commitment Assigned


	 Revolving Commitment
	  	 	  	 	  	 

  

	 7.
	  	Trade Date:	  	                            1
	 8.
	  	Effective Date:	  	                            2

  
 The terms set forth in
this Assignment and Assumption are hereby agreed to: 
  

	 ASSIGNOR:
	 	 [NAME OF ASSIGNOR]

			
	 	 	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

		
	 ASSIGNEE:
	 	 [NAME OF ASSIGNEE]

			
	 	 	 By:
	 	  


	 	 	 Name:

	 	 	 Title:


  
 [Consented to and]3Accepted: 
  
 BANK OF AMERICA, N.A., as Administrative Agent 
  

	 By:
	 	  


	 Name:

	 Title:

	
	 [Consented to:]4

	
	 ICT GROUP, INC.,

	 a Pennsylvania corporation

		
	 By:
	 	  


	 Name:

	 Title:


  


	1	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


	2	To be inserted by Administrative Agent and shall be the effective date of recordation of transfer in the register therefor. 


	3	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	4	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 








 Annex 1 to Assignment and Assumption 
  
 STANDARD TERMS AND CONDITIONS 
  
 1. Representations and Warranties. 
  
 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
  
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

  
 2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date. 
  
 3. General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 







 Exhibit F 
  

FORM OF JOINDER AGREEMENT 
  
 THIS JOINDER AGREEMENT (the “Agreement”) dated as of             ,
200     is by and between             , a              (the “New
Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”)
dated as of December 2, 2003 among ICT Group, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
  
 The Loan Parties are required by Section 7.12(b) of the Credit Agreement to cause the New Subsidiary to become a “Guarantor” thereunder.
Accordingly, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 
  
 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby
jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 
  
 2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative
Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Subsidiary in and to the Collateral (as defined in the Security Agreement) of the New
Subsidiary to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement). 
  
 3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all the obligations of a “Pledgor” (as defined in the
Pledge Agreement) thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without
limiting generality of the foregoing terms of this paragraph 3, the New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off against, any
and all right, title and interest of the New Subsidiary in and to the Capital Stock identified on Schedule 7 hereto and all other Pledge Collateral (as defined in the Pledge Agreement) of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Pledge Agreement). 







 4. The Subsidiary hereby represents and warrants to the Agent that: 
  
 (a) The New Subsidiary’s exact legal name and state of
formation are as set forth on the signature pages hereto. 
  
 (b) The New Subsidiary’s chief executive office is located at the location set forth on Schedule 1 hereto. 
  
 (c) Other than as set forth on Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its state of
formation, been party to a merger, consolidation or other change in structure or used any tradename in the prior five years. 
  
 (d) Schedule 3 hereto includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses
owned by the New Subsidiary in its own name, or to which the New Subsidiary is a party, as of the date hereof. None of the Copyrights, Patents and Trademarks of the New Subsidiary set forth in Schedule 3 hereto is the subject of any licensing
or franchise agreement, except as set forth on Schedule 3 hereto. 
  
 (e) Schedule 4 hereto includes all Commercial Tort Claims before any Governmental Authority by or in favor of the New Subsidiary. 
  
 (f) Schedule 5 hereto lists all real property located in the United States that is owned or leased by
the New Subsidiary as of the date hereof. 
  
 (g)
Schedule 6 hereto lists all locations in the United States of tangible personal property that is owned or leased by the New Subsidiary as of the date hereof (other than locations set forth on Schedule 5). 
  
 5. The address of the New Subsidiary for purposes of all notices and other
communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. 
  
 6. The New Subsidiary hereby waives acceptance by the Administrative Agent
and the Lenders of the guaranty by the New Subsidiary under Section 4 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. 
  
 7. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall
constitute one contract. 
  
 8. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 







 IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its
authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 
  

	 [NEW SUBSIDIARY]

		
	 By:
	 	  


	 Name:

	 Title:



  

	 Acknowledged and accepted:

	
	 BANK OF AMERICA, N.A., as Administrative Agent

		
	 By:
	 	  


	 Name:
	 	 
	 Title: