ex10-1.htm


    Exhibit
10.1

     

    
      AMENDED
AND RESTATED

      
        CREDIT
AGREEMENT

      

    

     

    dated as
of April 29, 2005

     

    as
Amended and Restated as of December 19, 2008

     

    between

     

    BRUNSWICK
CORPORATION,

     

    The
SUBSIDIARY BORROWERS Party Hereto,

     

    The
GUARANTORS Party Hereto,

     

    The
LENDERS Party Hereto

     

    and

     

    JPMORGAN
CHASE BANK, N.A.,

     

    as
Administrative Agent

     

      
        

      

    

     

    $400,000,000

     

    
      
 

    J.P.
MORGAN SECURITIES INC. and RBS SECURITIES CORPORATION

     

    as Joint
Lead Arrangers,

     

    J.P.
MORGAN SECURITIES INC.,

    RBS
SECURITIES CORPORATION,

    BANC OF
AMERICA SECURITIES LLC,

    SUNTRUST ROBINSON
HUMPHREY, INC.

    and

    WELLS
FARGO SECURITIES, LLC,

    as Joint
Bookrunners,

     

    JPMORGAN
CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC,

    as
Syndication Agents,

    


    and

    


    BANK OF
AMERICA, N.A.,

    SUNTRUST BANK

    and

    WELLS FARGO BANK, NATIONAL ASSOCIATION,

    as
Documentation Agents

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE OF CONTENTS

     

    
       

      
        	 	Page 
	 	 
	ARTICLE I  DEFINITIONS	 	1 


      

      
        	 	 	 
	
                SECTION 1.01

              	
                Defined Terms

              	
                1

              
	
                SECTION 1.02

              	
                Classification of Loans and
      Borrowings

              	
                41

              
	
                SECTION 1.03

              	
                Terms Generally

              	
                41

              
	
                SECTION 1.04

              	
                Accounting Terms; GAAP; Fiscal
    Year

              	
                42

              
	 	 	 
	ARTICLE
      II THE
      CREDITS	
                42

              
	 	 	 
	
                SECTION 2.01

              	
                The Commitments

              	
                42

              
	
                SECTION 2.02

              	
                Loans and Borrowings

              	
                43

              
	
                SECTION 2.03

              	
                Requests for Revolving Borrowings

              	
                43

              
	
                SECTION 2.04

              	
                Protective Advances

              	
                44

              
	
                SECTION 2.05

              	
                Swingline Loans

              	
                45

              
	
                SECTION 2.06

              	
                Letters of Credit

              	
                47

              
	
                SECTION 2.07

              	
                Funding of Borrowings

              	
                53

              
	
                SECTION 2.08

              	
                Interest Elections

              	
                54

              
	
                SECTION 2.09

              	
                Termination and Reduction of the
      Commitments

              	
                56

              
	
                SECTION 2.10

              	
                Repayment of Loans; Evidence of
    Debt

              	
                56

              
	
                SECTION 2.11

              	
                Prepayment of Loans

              	
                57

              
	
                SECTION 2.12

              	
                Fees

              	
                59

              
	
                SECTION 2.13

              	
                Interest

              	
                60

              
	
                SECTION 2.14

              	
                Alternate Rate of Interest

              	
                60

              
	
                SECTION 2.15

              	
                Increased Costs

              	
                61

              
	
                SECTION 2.16

              	
                Break Funding Payments

              	
                62

              
	
                SECTION 2.17

              	
                Taxes

              	
                63

              
	
                SECTION 2.18

              	
                Payments Generally; Allocation of Proceeds; Pro Rata
      Treatment; Sharing of Set-offs

              	
                66

              
	
                SECTION 2.19

              	
                Mitigation Obligations; Replacement of
      Lenders

              	
                69

              
	
                SECTION 2.20

              	
                Returned Payments

              	
                69

              
	
                SECTION 2.21

              	
                Designation of Subsidiary
    Borrowers

              	
                70

              
	
                SECTION 2.22

              	
                Defaulting Lenders

              	
                71

              
	 	 	 
	ARTICLE
      III REPRESENTATIONS
      AND WARRANTIES	
                72

              
	 	 	 
	
                SECTION 3.01

              	
                Organization; Powers

              	
                72

              
	
                SECTION 3.02

              	
                Authorization; Enforceability

              	
                72

              
	
                SECTION 3.03

              	
                Governmental Approvals; No
    Conflicts

              	
                72

              
	
                SECTION 3.04

              	
                Financial Condition; No Material Adverse
      Change

              	
                72

              
	
                SECTION 3.05

              	
                Properties

              	
                73

              
	
                SECTION 3.06

              	
                Litigation and Environmental
    Matters

              	
                73

              
	
                SECTION 3.07

              	
                Investment Company Act

              	
                74

              
	
                SECTION 3.08

              	
                Taxes

              	
                74

              


      

       

       

      
        
          
          

        

        
          - i
-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                SECTION 3.09

              	
                ERISA

              	
                74

              
	
                SECTION 3.10

              	
                Disclosure

              	
                74

              
	
                SECTION 3.11

              	
                Use of Credit

              	
                75

              
	
                SECTION 3.12

              	
                Compliance with Laws and
    Agreements

              	
                75

              
	
                SECTION 3.13

              	
                No Default

              	
                75

              
	
                SECTION 3.14

              	
                Solvency

              	
                75

              
	
                SECTION 3.15

              	
                Security Interest in Collateral

              	
                75

              
	
                SECTION 3.16

              	
                Consideration

              	
                76

              
	
                SECTION 3.17

              	
                Capitalization and Subsidiaries

              	
                76

              
	
                SECTION 3.18

              	
                Insurance

              	
                76

              
	
                SECTION 3.19

              	
                Employment Matters

              	
                76

              
	
                SECTION 3.20

              	
                Regulation H

              	
                77

              
	
                SECTION 3.21

              	
                Delivery of Certain Documentation

              	
                77

              
	
                SECTION 3.22

              	
                Existing Notes Indenture

              	
                77

              
	 	 	 
	ARTICLE
      IV CONDITIONS	
                77

              
	 	 	 
	
                SECTION 4.01

              	
                Effective Date

              	
                77

              
	
                SECTION 4.02

              	
                Each Credit Event

              	
                80

              
	 	 	 
	ARTICLE
      V AFFIRMATIVE
      COVENANTS	
                80

              
	 	 	 
	
                SECTION 5.01

              	
                Financial Statements; Borrowing Base and Other
      Information

              	
                81

              
	
                SECTION 5.02

              	
                Notices of Material Events

              	
                83

              
	
                SECTION 5.03

              	
                Existence; Conduct of Business

              	
                84

              
	
                SECTION 5.04

              	
                Taxes and Other Obligations

              	
                85

              
	
                SECTION 5.05

              	
                Maintenance of Properties;
    Insurance

              	
                85

              
	
                SECTION 5.06

              	
                Books and Records; Inspection
    Rights

              	
                85

              
	
                SECTION 5.07

              	
                Compliance with Laws and
    Obligations

              	
                85

              
	
                SECTION 5.08

              	
                Use of Proceeds and Letters of
    Credit

              	
                86

              
	
                SECTION 5.09

              	
                Governmental Authorizations

              	
                86

              
	
                SECTION 5.10

              	
                Appraisals

              	
                86

              
	
                SECTION 5.11

              	
                Field Examinations

              	
                86

              
	
                SECTION 5.12

              	
                Casualty and Condemnation

              	
                87

              
	
                SECTION 5.13

              	
                Additional Collateral; Further
      Assurances

              	
                87

              
	
                               
      SECTION 5.14

              	Deposit Accounts 	88
	 	 	 
	 	 	 
	ARTICLE
      VI  NEGATIVE
      COVENANTS	
                89

              
	 	 	 
	
                SECTION 6.01

              	
                Indebtedness; Preferred Stock

              	
                89

              
	
                SECTION 6.01A

              	
                Indebtedness

              	
                89

              
	
                SECTION 6.01B

              	
                Preferred Stock

              	
                91

              
	
                SECTION 6.02

              	
                Liens

              	
                92

              
	
                SECTION 6.03

              	
                Fundamental Changes

              	
                93

              
	
                SECTION 6.04

              	
                Dispositions

              	
                94

              
	
                SECTION 6.05

              	
                Transactions with Affiliates

              	
                95

              
	
                SECTION 6.06

              	
                Investments, Loans, Advances, Guarantees and
      Acquisitions

              	
                96

              
	
                SECTION 6.07

              	
                Sale and Leaseback Transactions

              	
                99

              


      

       

       

      
        
          
          

        

        
          - ii
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                SECTION 6.08

              	
                Restricted Payments; Certain Payments of
      Indebtedness

              	
                99

              
	
                SECTION 6.09

              	
                Restrictive Agreements

              	
                101

              
	
                SECTION 6.10

              	
                Amendment of Material Documents; Customer Finance
      Program Obligations

              	
                101

              
	
                SECTION 6.11

              	
                Financial Covenants

              	
                102

              
	
                SECTION 6.12

              	
                Swap Agreements

              	
                102

              
	
                SECTION 6.13

              	
                Changes in Fiscal Periods

              	
                102

              
	
                SECTION 6.14

              	
                Lines of Business

              	
                102

              
	 	 	 
	ARTICLE
      VII EVENTS
      OF DEFAULT	
                102

              
	 	 	 
	ARTICLE
      VIII THE
      ADMINISTRATIVE AGENT	
                106

              
	 	 	 
	ARTICLE
      IX GUARANTEE	
                109

              
	 	 	 
	
                SECTION 9.01

              	
                The Guarantee

              	
                109

              
	
                SECTION 9.02

              	
                Obligations Unconditional

              	
                110

              
	
                SECTION 9.03

              	
                Reinstatement

              	
                111

              
	
                SECTION 9.04

              	
                Subrogation

              	
                111

              
	
                SECTION 9.05

              	
                Remedies

              	
                111

              
	
                SECTION 9.06

              	
                Instrument for the Payment of
    Money

              	
                111

              
	
                SECTION 9.07

              	
                Continuing Guarantee

              	
                111

              
	
                SECTION 9.08

              	
                Indemnity and Subrogation

              	
                112

              
	
                SECTION 9.09

              	
                Contribution and Subrogation

              	
                112

              
	
                SECTION 9.10

              	
                Subordination

              	
                112

              
	 	 	 
	
                ARTICLE X

              	
                MISCELLANEOUS

              	
                113

              
	 	 	 
	
                SECTION 10.01

              	
                Notices

              	
                113

              
	
                SECTION 10.02

              	
                Waivers; Amendments

              	
                114

              
	
                SECTION 10.03

              	
                Expenses; Indemnity; Damage
    Waiver

              	
                116

              
	
                SECTION 10.04

              	
                Successors and Assigns

              	
                118

              
	
                SECTION 10.05

              	
                Survival

              	
                121

              
	
                SECTION 10.06

              	
                Counterparts; Integration;
      Effectiveness

              	
                122

              
	
                SECTION 10.07

              	
                Severability

              	
                122

              
	
                SECTION 10.08

              	
                Right of Setoff

              	
                122

              
	
                SECTION 10.09

              	
                Governing Law; Jurisdiction; Judicial Proceedings;
      Etc.

              	
                122

              
	
                SECTION 10.10

              	
                WAIVER OF JURY TRIAL

              	
                124

              
	
                SECTION 10.11

              	
                Headings

              	
                124

              
	
                SECTION 10.12

              	
                Confidentiality

              	
                124

              
	
                SECTION 10.13

              	
                Reduction of Commitments under Existing Credit
      Agreement

              	
                125

              
	
                SECTION 10.14

              	
                Several Obligations; Nonreliance; Violation of
      Law

              	
                125

              
	
                SECTION 10.15

              	
                Conflicts

              	
                126

              
	
                SECTION 10.16

              	
                USA PATRIOT Act

              	
                126

              
	
                SECTION 10.17

              	
                Appointment of Company as Agent

              	
                126

              
	
                SECTION 10.18

              	
                Release of Liens and Guarantees

              	
                127

              


      

       

       

      
        
          
          

        

        
          - iii
-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                SCHEDULE
      1.01A

              	
                -

              	
                Commitments

              
	
                SCHEDULE
      2.06(l)

              	
                -

              	
                Existing
      Letters of Credit

              
	
                SCHEDULE
      3.04

              	
                -

              	
                Financial
      Statements and Undisclosed Liabilities

              
	
                SCHEDULE
      3.06(a)

              	
                -

              	
                Litigation

              
	
                SCHEDULE
      3.06(b)

              	
                -

              	
                Environmental
      Matters

              
	
                SCHEDULE
      3.17

              	
                -

              	
                Capitalization
      and Subsidiaries

              
	
                SCHEDULE
      5.01(g)

              	
                -

              	
                Borrowing
      Base Supplemental Documentation

              
	
                SCHEDULE
      5.02(f)

              	
                -

              	
                Environmental
      Matters

              
	
                SCHEDULE
      6.01A

              	
                -

              	
                Indebtedness

              
	
                SCHEDULE
      6.02

              	
                -

              	
                Liens

              
	SCHEDULE
      6.04 	 	Dispositions 
	
                SCHEDULE
      6.06

              	
                -

              	
                Investments

              
	SCHEDULE
      6.06(o) 	 	Joint
      Venture Investments 
	
                SCHEDULE
      6.09

              	
                -

              	
                Restrictive
      Agreements

              


      

      


      
        	
                EXHIBIT
      A

              	
                -

              	
                Form
      of Assignment and Assumption

              
	
                EXHIBIT
      B

              	
                -

              	
                Form
      of Designation Letter

              
	
                EXHIBIT
      C

              	
                -

              	
                Form
      of Opinion of Counsel to the Loan Parties

              
	
                EXHIBIT
      D

              	
                -

              	
                Form
      of Process Agent Acceptance Letter

              
	
                EXHIBIT
      E

              	
                -

              	
                Form
      of Termination Letter

              
	
                EXHIBIT
      F

              	
                -

              	
                Form
      of Borrowing Base Certificate

              
	
                EXHIBIT
      G

              	
                -

              	
                Form
      of Joinder Agreement

              
	
                EXHIBIT
      H-1

              	
                -

              	
                Form
      of U.S. Tax Compliance Certificate

              
	
                EXHIBIT
      H-2

              	
                -

              	
                Form
      of U.S. Tax Compliance Certificate

              
	
                EXHIBIT
      H-3

              	
                -

              	
                Form
      of U.S. Tax Compliance Certificate

              
	
                EXHIBIT
      H-4

              	
                -

              	
                Form
      of U.S. Tax Compliance
Certificate

              


      

    

     

     

    
      
        
        

      

      
        - iv
-

        
          

        

      

      
        Table of Contents 

      

    

    
 

    This
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as
of April 29, 2005, as amended and restated as of December 19, 2008, among
BRUNSWICK CORPORATION, certain SUBSIDIARIES of Brunswick Corporation that may be
SUBSIDIARY BORROWERS party hereto, certain SUBSIDIARIES of Brunswick Corporation
and BRUNSWICK CORPORATION that shall be GUARANTORS party hereto, the LENDERS
party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN
SECURITIES INC. and RBS SECURITIES CORPORATION, as Joint Lead Arrangers, J.P.
MORGAN SECURITIES INC., RBS SECURITIES CORPORATION, BANC OF AMERICA SECURITIES
LLC, SUNTRUST ROBINSON HUMPHREY, INC. and WELLS FARGO SECURITIES, LLC, as Joint
Bookrunners, JPMORGAN CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as
Syndication Agents, and BANK OF AMERICA, N.A., SUNTRUST BANK and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Documentation Agents.

     

    WHEREAS,
Brunswick Corporation and certain subsidiaries of Brunswick Corporation as
subsidiary account parties and/or subsidiary borrowers entered into the Credit
Agreement, dated as of April 29, 2005 (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Existing Credit
Agreement”), with the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent.

     

    WHEREAS,
the parties hereto have agreed to amend and restate the Existing Credit
Agreement as provided in this Agreement, which Agreement shall become effective
upon the satisfaction of certain conditions precedent set forth in Section 4.01
hereof; and

     

    WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a
novation of the obligations and liabilities existing under the Existing Credit
Agreement that remain outstanding or evidence repayment of any of such
obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations of the
Borrowers outstanding thereunder;

     

    NOW,
THEREFORE, in consideration of the above premises, the parties hereto hereby
agree that on the Effective Date (as defined below) the Existing Credit
Agreement shall be amended and restated in its entirety as follows:

     

    The
parties hereto hereby agree as follows:

     

    ARTICLE I  


     

    DEFINITIONS

     

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

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Account” means,
individually and collectively, any “Account” referred to in the Security
Agreement.

     

    “Account Debtor” means
any Person obligated on an Account.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table of Contents 

      

    

     

     

    “Adjusted Eurocurrency
Rate” means, with respect to any Eurocurrency Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period
multiplied by
(b) the Statutory Reserve Rate for such Interest Period.

     

    “Administrative Agent”
means JPMCB, in its capacity as administrative agent for the Lenders hereunder,
and its successors in such capacity.

     

    “Administrative Agent’s
Account” means an account designated by the Administrative Agent in a
notice to the Company, the relevant Loan Party (if other than the Company) and
the Lenders.

     

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

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified; provided that,
notwithstanding the foregoing, the BAC Joint Venture shall be deemed an
Affiliate of the Company and its Subsidiaries.

     

    “Agents” means,
individually and collectively, the Administrative Agent, the Syndication Agents
and the Documentation Agents.

     

    “Agreement” has the
meaning set forth in the preamble hereto.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate for such
day plus 0.50%
and (c) the Adjusted Eurocurrency Rate for a one month Interest Period on such
day, without any adjustment for rounding, (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1%, provided that, for the
avoidance of doubt, the Adjusted Eurocurrency Rate for any day shall be based on
the rate appearing on Reuters BBA
Libor Rates Page 3750 (or on any successor or substitute page of such
page) at approximately 11:00 a.m. London time on such day.  Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Eurocurrency Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Eurocurrency Rate, respectively.

     

    “Alternative Currency”
shall mean Pounds Sterling, euro or any other freely tradeable and convertible
currency other than Dollars in which the Issuing Lender is willing to issue a
Letter of Credit.

     

    “Applicable Commitment Fee
Rate” means, for any day, with respect to the commitment fees payable
hereunder, the applicable rate per annum set forth below, based upon the daily
average Commitment Utilization Percentage during the most recent fiscal quarter
of the Company:

     

     

    
      
        
        

      

      
        - 2
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        Table of Contents 

      

    

     

     

    
      	
              Commitment Utilization
      
Percentage

               

            	
              Applicable
      Commitment

              Fee
      Rate

            
	
              Category
      1

              > 50%

            	
              0.75%

            
	
              Category
      2

              ≤
      50%

            	
              1.00%

            


    

     

    For
purposes of the foregoing, the Applicable Commitment Fee Rate shall be
determined as of the end of each fiscal quarter of the Company.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
Total Commitment represented by such Lender’s Commitments; provided that if the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Total Commitment most recently in effect, giving
effect to any assignments.

     

    “Applicable Rate”
means, for any day, a rate per annum equal to (i) with respect to any ABR Loan,
3.50% and (ii) with respect to any Eurocurrency Loan, 4.00%.

     

    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and 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.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 10.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative
Agent.

     

    “Available Amount”
means, on any date, the sum of (i) an amount equal to (A) 50% of Cumulative
Available EBITDA of the Company and its Subsidiaries (if such amount is
positive) and (B) 100% of Cumulative Available EBITDA of the Company and its
Subsidiaries (if such amount is negative), in each case for the period from
January 1, 2009 until the last day of the then most recent fiscal quarter for
which financial statements have been delivered pursuant to Section 5.01(a) or
(b) and (ii) the amount of any capital contributions made in cash to, or any
proceeds of an equity issuance (other than proceeds of Disqualified Stock)
received by, the Company from and including the Business Day immediately
following the Effective Date through and including such date.

     

    “Available Collateral”
means (a) the Bowling Assets, (b) the Headquarters and (c) Foreign Receivables,
assets of Foreign Holdcos and assets of Loan Parties that are located outside
the United States or Canada at foreign branches of such Loan
Parties.

    


    “Available EBITDA”
means, for any period, Consolidated EBITDA for such period minus the sum for
such period, for the Company and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), of the following: (a)
Capital Expenditures paid in cash during such period (other than those financed
with Indebtedness (other than Revolving Loans) or with the proceeds of sale and
leaseback transactions), (b) income tax paid in cash net of refunds received
during such period, (c) Consolidated Interest Expense for such period and (d)
the total amount of cash restructuring charges added back pursuant to clause
(b)(iv) of the definition of Consolidated EBITDA in determining Consolidated
EBITDA for such period.

     

     

    
      
        
        

      

      
        - 3
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        Table of Contents 

      

    

     

     

    “Available Finished Goods
Inventory” means the lesser of (a) up to 60%, as determined by the
Administrative Agent in its Permitted Discretion, of the following amount: the
Loan Parties’ Eligible Finished Goods Inventory (valued at the lower of cost
(determined on a first-in-first-out basis) or market value), minus any Inventory
Reserves applicable thereto; and (b) the product of up to 85% multiplied by the
Net Orderly Liquidation Value percentage identified in the most recent Inventory
appraisal provided to the Administrative Agent in accordance with the terms
hereof multiplied by the following amount: the Loan Parties’ Eligible Finished
Goods Inventory (valued at the lower of cost (determined on a first-in-first-out
basis) or market value), minus any Inventory
Reserves applicable thereto.

    


    “Available Raw Materials
Inventory” means the lesser of (a) up to 60%, as determined by the
Administrative Agent in its Permitted Discretion, of the following amount: the
Loan Parties’ Eligible Raw Materials Inventory (valued at the lower of cost
(determined on a first-in-first-out basis) or market value) minus any Inventory
Reserves applicable thereto; and (b) the product of up to 85% of the Net Orderly
Liquidation Value percentage identified in the most recent Inventory appraisal
provided to the Administrative Agent in accordance with the terms hereof
multiplied by the following amount: the Loan Parties’ Eligible Raw Materials
Inventory (valued at the lower of cost (determined on a first-in-first-out
basis) or market value), minus any Inventory
Reserves applicable thereto.

    


    “Available Revolving
Commitment” means, at any time, the Total Commitment then in effect minus
the Credit Exposure of all Lenders at such time; provided, that in
calculating the Credit Exposure of all Lenders for the purpose of determining
the Available Revolving Commitment pursuant to Section 2.12(a), the aggregate
principal amount of Swingline Loans then outstanding shall be deemed to be
zero.

     

    “Available WIP
Inventory” means the lesser of (a) up to 60%, as determined by the
Administrative Agent in its Permitted Discretion, of the following amount: the
Loan Parties” Eligible WIP Inventory (valued at the lower of cost (determined on
a first-in-first out basis) or market value), minus any Inventory
Reserves applicable thereto; and (b) the product of up to 85% of the Net Orderly
Liquidation Value percentage identified in the most recent Inventory appraisal
provided to the Administrative Agent in accordance with the terms hereof
multiplied by the following amount: the Loan Parties’ Eligible WIP Inventory
(valued at the lower of cost (determined on a first-in-first-out basis) or
market value), minus any Inventory
Reserves applicable thereto.

     

    “Availability” means,
at any time, an amount in Dollars equal to the sum of (a) (i) the lesser of (A)
the Total Commitment and (B) the Borrowing Base minus (ii) the Credit Exposure of all
Lenders, and (b) the aggregate amount of cash and Cash Equivalents of the Loan
Parties maintained as of the date as of which such Borrowing Base was determined
in accounts with the Administrative Agent or any Lender or any Affiliate thereof
that in each case are subject to Deposit Account Control Agreements or
Securities Account Control Agreements, other than any Collateral Deposit Account
or Lock Box subject to a Lock Box Agreement.

     

     

    
      
        
        

      

      
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    “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Commitment Termination Date and the date of termination of the
Commitments.

     

    “BAC Joint Venture”
means Brunswick Acceptance Company, LLC, a joint venture company (a majority of
the Equity Interests of which is owned on the Effective Date by General
Electric  Commercial Finance or one of its Subsidiaries and the remainder
thereof by the Company and/or any Subsidiary of the Company).  The BAC
Joint Venture existing on the Effective Date may be replaced by a joint venture
between the Company or one of its Subsidiaries and a financing party with the
consent of the Required Lenders.  In such event, then “BAC Joint Venture”
shall mean such replacement joint venture from and after its inception and the
terms “BAC Joint Venture Obligations” and “BAC LLC Agreement” shall have
correlative meanings in respect of the organizational documents and contractual
obligations of such replacement joint venture.

     

    “BAC Joint Venture
Obligations” means any and all agreements, undertakings, arrangements and
other Contractual Obligations of the Company and its Subsidiaries to make loans
or advances, or guarantee the obligations of, or purchase or otherwise acquire
any capital stock, obligations or other securities of, make any capital
contribution to, or otherwise invest in, the BAC Joint Venture.

     

    “BAC LLC Agreement”
means that certain Limited Liability Company Agreement, dated as of October 24,
2002, between Brunswick Financial Services Corporation and CDF Ventures, LLC, as
amended through the date hereof.

     

    “Banking Services”
means each and any of the following bank services provided prior to or after the
date hereof to any Loan Party by any Lender or any of its Affiliates: (a)
commercial credit cards, (b) stored value cards, (c) purchasing cards and
cardless e-payables services and (d) treasury, depositary or cash management
services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts, and interstate depository
network services) or any similar transactions.

     

    “Banking Services
Obligations” of the Loan Parties means any and all obligations of the
Loan Parties, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking
Services.

     

    “Bankruptcy Code”
means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101
et seq, as amended, or
any similar federal or state law for the relief of debtors.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of America
(or any successor thereto).

     

    “Borrower” means any
of the Company and the Subsidiary Borrowers, as the context may require, and
“Borrowers”
means all of the foregoing.

     

     

    
      
        
        

      

      
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    “Borrower Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans (or
which would have accrued but for the commencement of any bankruptcy, insolvency,
receivership or similar proceeding, regardless of whether allowed or allowable
in such proceeding), all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Borrowers to
any Secured Party or any indemnified party, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Loan
Documents, any Letter of Credit, any Specified Swap or Banking Services
Agreement or any other document made, delivered or given in connection with any
of the foregoing, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Secured Parties).

     

    “Borrowing” means (a)
all Revolving Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurocurrency Loans, as to which a single Interest
Period is in effect, (b) a Swingline Loan and (c) a Protective
Advance.

     

    “Borrowing Base”
means,

    


    (i) prior
to the Trigger Date, $250,000,000, and

    


    (ii) on
and after the Trigger Date, the sum of:

    


    (a) up to
85% of the following amount: the Loan Parties’ Eligible Accounts at such time,
minus the
Dilution Reserve, minus any other
Reserve applicable to Eligible Accounts, plus

    (b) the
sum of (x) Available Finished Goods Inventory, (y) Available Raw Materials
Inventory and (z) Available WIP Inventory, plus

    


    (c) the
Equipment Component, less

    


    (d)
without duplication of other Reserves included in the foregoing components of
the Borrowing Base, Reserves established by the Administrative Agent in its
Permitted Discretion.

    


    The
Administrative Agent may, in its Permitted Discretion and based on new
information or a change in circumstances, adjust Reserves or reduce one or more
of the other elements used in computing the Borrowing Base, with any such
changes to be effective 3 Business Days after delivery of notice thereof to the
Company and the Lenders.  The Borrowing Base at any time shall be
determined by reference to the most recent Borrowing Base Certificate delivered
to the Administrative Agent pursuant to Section 5.01(f) or 4.01(r), as
applicable.

    


    “Borrowing Base
Certificate” means a certificate, signed and certified as accurate and
complete by a Financial Officer, in substantially the form of Exhibit F or
another form which is acceptable to the Administrative Agent in its Permitted
Discretion.

     

     

    
      
        
        

      

      
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    “Borrowing Base Supplemental
Documentation” means the items described on Schedule
5.01(g).

     

    “Borrowing Request”
means a request by any Borrower for a Borrowing of Revolving Loans in accordance
with Section 2.03.

     

    “Bowling Assets” means
all the retail bowling centers of the bowling retail business of the Company and
its Subsidiaries that are owned by Leiserv, Inc. and its
Subsidiaries.

     

    “Bowling & Billiards
Division” means the Company’s business operations in the bowling and
billiards industries.

     

    “Business Day” means
any day (a) on which commercial banks are not authorized or required by law
to close in New York City and/or (b) if such day relates to a borrowing of,
a payment or prepayment of principal of or interest on, a continuation or
conversion of or into, or the Interest Period for, a Eurocurrency Borrowing (or
any notice with respect thereto), that is also a day on which dealings in
deposits denominated in Dollars are carried out in the London interbank
market.

     

    “Capital Expenditures”
means, for any period, with respect to any Person, the aggregate of all
expenditures by such Person and its Subsidiaries for the acquisition or leasing
(pursuant to a Capital Lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) that should be capitalized under GAAP on a consolidated balance
sheet of such Person and its Subsidiaries; provided, however, that Capital
Expenditures for the Company and the Subsidiaries shall not
include:

     

    (a)           expenditures
to the extent they are made with proceeds of the issuance of Equity Interests of
the Company,

     

    (b)           expenditures
with proceeds of insurance settlements, condemnation awards and other
settlements in respect of lost, destroyed, damaged or condemned assets,
equipment or other property; provided that such
expenditure is not made during a Cash Dominion Period,

     

    (c)           interest
capitalized during such period to the extent included in Consolidated Interest
Expense,

     

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

     

    (e)           the
book value of any asset owned by such Person prior to or during such period to
the extent that such book value is included as a capital expenditure during such
period as a result of such Person reusing or beginning to reuse such asset
during such period without a corresponding expenditure actually having been made
in such period,

     

     

    
      
        
        

      

      
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    (f)          
 the purchase price of equipment purchased during such period to the extent
the consideration therefor consists of any combination of (i) used or
surplus equipment traded in at the time of such purchase and (ii) the
proceeds of a concurrent sale of used or surplus equipment, in each case, in the
ordinary course of business; provided that such
purchase is not made during a Cash Dominion Period, and

     

    (g)           the
consideration paid in respect of a Permitted Acquisition.

     

    “Capital Lease” means,
as applied to any Person, any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, by that Person as
lessee that, in conformity with GAAP, is, or is required to be, classified and
accounted for as a capital lease on a balance sheet of such Person.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capital Lease, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

     

    “Cash Dominion Period”
means a period, at any time after the earlier of (i) the Trigger Date and (ii)
January 31, 2009, commencing when Availability becomes less than the greater of
(x) 25% of the Total Commitments and (y) $100,000,000 (or, prior to the Trigger
Date, $50,000,000) for three consecutive Business Days; provided that the
Cash Dominion Period shall be discontinued if Availability ceases to be less
than the applicable level for sixty consecutive days; provided further,
however, that a Cash Dominion Period may be discontinued no more than twice in
any period of twelve consecutive months.

     

    “Cash Equivalents”
means:

     

    (a)   direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within 24 months from
the date of acquisition thereof;

     

    (b)   investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;

     

    (c)   investments
in certificates of deposit, banker’s acceptances, time deposits and eurodollar
time deposits maturing within 13 months from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, any domestic office of any commercial bank which has consolidated
assets as determined in accordance with GAAP of not less than
$10,000,000,000;

     

    (d)   fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above;
and

     

     

    
      
        
        

      

      
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    (e)   money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under
the Investment Company Act of 1940, (ii) except with respect to the BlackRock
Liquidity Funds TempCash Institutional Fund (TMCXX), are rated AA- or higher by
S&P and Aa3 or higher by Moody’s and (iii) have portfolio assets of at least
$1,000,000,000.

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Exchange Act and the rules of the SEC thereunder as in effect on the date
hereof), of Equity Interests representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
of the Company; (b) with respect to a tender offer (for which a filing has
been made with the SEC which purports to comply with the requirements of the
Exchange Act and the rules of the SEC thereunder as in effect on the date
hereof) made for Equity Interests of the Company, which tender offer has not
been negotiated and approved by the board of directors of the Company, the
earlier of (i) any Business Day during such tender offer when the Person or
group making such tender offer owns, directly or indirectly, beneficially or of
record, and/or has accepted for payment Equity Interests representing 25% or
more of the aggregate voting power represented by the issued and outstanding
Equity Interests of the Company and (ii) three Business Days before such
tender offer is to terminate unless the tender offer is withdrawn first if the
Person or group making such tender offer could own, by the terms of the tender
offer plus any Equity Interests owned by such Person or group, Equity Interests
representing 50% or more of the aggregate voting power representing by the
issued and outstanding Equity Interests of the Company when such tender offer
terminates; (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Company by Persons who were neither
(i) nominated by the board of directors of the Company nor
(ii) appointed by directors so nominated; (d) the acquisition of
direct or indirect Control of the Company by any Person or group; (e) the
Company shall cease to own, free and clear of all Liens or other encumbrances
(other than Liens created pursuant to any Loan Document), 100% of the
outstanding voting Equity Interests of the Borrowers (other than the Company) on
a fully diluted basis (other than any directors’ qualifying shares of any
Borrower); or (f) a Specified Change of Control.

     

    “Change in Law” means
(a) the adoption of any law, rule,  regulation, treaty, protocol,
practice or concession after the date of this Agreement, (b) any change in
any law, rule, regulation, practice or concession or in the interpretation
or application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or any Issuing Lender (or, for
purposes of Section 2.15(b), by any lending office of such Lender or such
Issuing Lender or by such Lender’s or such Issuing Lender’s holding company, if
any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this
Agreement.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective
Advances.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

     

     

    
      
        
        

      

      
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    “Collateral” means, at
any time, any and all property of any Loan Party, now existing or hereafter
acquired, that at such time is subject to a security interest or Lien in favor
of the Administrative Agent (on behalf of the Secured Parties) pursuant to the
Collateral Documents in order to secure the Secured Obligations.

     

    “Collateral Access
Agreement” means any landlord waiver or other agreement, in form and
substance reasonably satisfactory to the Administrative Agent, between the
Administrative Agent and any third party (including any bailee, consignee,
customs broker, or other similar Person) in possession of any Collateral or any
landlord of any Loan Party for any real property where any Collateral is
located, as such landlord waiver or other agreement may be amended, restated, or
otherwise modified from time to time.

     

    
      “Collateral Deposit Account” means any “Collateral Deposit
Account” referred to in the Security Agreement.

       
“Collateral Document”
means, individually and collectively, each Security Agreement and each other
document granting a Lien upon the Collateral as security for payment of the
Secured Obligations.

     

    “Collection Account”
means, individually and collectively, each “Collection Account” referred to in
the Security Agreement.

     

    “Commitment” means,
with respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit, Protective
Advances and Swingline Loans hereunder, expressed as an amount representing the
maximum possible aggregate amount of such Lender’s Credit Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to
Section 2.09(b) and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04.  The
amount of each Lender’s Commitment as of the Effective Date is set forth on
Schedule 1.01A. The aggregate amount of the Commitments is $400,000,000 as of
the Effective Date.

     

    “Commitment Termination
Date” means (a) May 5, 2012 (or, if such date is not a Business Day, on
the immediately preceding Business Day), (b) with respect to any Lender for whom
an alternative Commitment Termination Date appears beside its name on Schedule
1.01A, such specified date (or, if such date is not a Business Day, on
the immediately preceding Business Day), or (c) in the case of either
clause (a) or (b), any earlier date on which the Commitments are reduced to zero
or otherwise terminated pursuant to the terms hereof.

     

    “Commitment Utilization
Percentage” means, on any date, the percentage equivalent to a fraction
(a) the numerator of which is the Credit Exposure of all Lenders
and (b) the denominator of which is the Total Commitment (or, on any day after
termination of the Commitments, the Total Commitment in effect immediately
preceding such termination).

     

    “Company” means
Brunswick Corporation, a Delaware corporation.

     

     

    
      
        
        

      

      
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    “Consolidated EBITDA”
means, for any Test Period, the sum, for the Company and its Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP), of the following: (a) Consolidated Net Income for such period plus (b) without
duplication and to the extent deducted in determining such Consolidated Net
Income for such period, the sum of (i) interest expense for such period, (ii)
income tax expense for such period, (iii) all amounts attributable to
depreciation and amortization for such period, (iv) the amount of any cash
restructuring charges to the extent deducted in determining Consolidated Net
Income in an aggregate amount not exceeding (x) $70,000,000 through September
30, 2008 and (y) an additional $35,000,000 during the period commencing October
1, 2008 and ending December 31, 2009, (v) all non-cash charges to the extent
deducted in determining Consolidated Net Income and (vi) any extraordinary
losses or charges, and minus (c) without
duplication and to the extent included in determining such Consolidated Net
Income, the sum of (i) interest income derived from the investment of cash and
Cash Equivalents, (ii) any extraordinary income or gains, (iii) income tax
credits (to the extent not netted from income tax expense) and (iv) any non-cash
gains for such period minus (d) any cash
payments made during such period in respect of items added back in a prior
period in determining Consolidated EBITDA pursuant to clause (b)(v) above
subsequent to the fiscal quarter in which the relevant non-cash charges were
reflected as a charge in the statement of Consolidated Net Income. For the
purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each, a “Reference Period”)
pursuant to any determination of the Leverage Ratio or the Fixed Charge Coverage
Ratio, (i) if during such Reference Period the Company or any Subsidiary shall
have made a Material Acquisition, Consolidated EBITDA for such Reference Period
shall be calculated after giving pro forma effect thereto
as if such Material Acquisition occurred on the first day of such Reference
Period and (ii) if during such Reference Period the Company or any Subsidiary
shall have made a Material Disposition, the Consolidated EBITDA for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA
(if positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period (as determined by the Company in its
reasonable good faith business judgment) or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference
Period. As used in this definition, “Material Acquisition”
means any acquisition of property or series of related acquisitions of property
that (I) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the Equity
Interests of a Person and (II) involves the payment of consideration by the
Company and its Subsidiaries in excess of $10,000,000; and “Material Disposition”
means any Disposition of property or series of related Dispositions of property
that yields gross proceeds to the Company or any of its Subsidiaries in excess
of $10,000,000, provided that a
Disposition of property or series of related Dispositions of property that
yields gross proceeds to the Company or any of its Subsidiaries of less than
$10,000,000 shall constitute a Material Disposition in the event that such
Disposition or series of Dispositions is of property of a business that has been
treated as a discontinued operation for accounting purposes; provided, further, that a
discontinued operation (other than a discontinued operation that has been sold)
that constitutes a Material Disposition will not be given the pro forma effect
described above for purposes of calculating Consolidated EBITDA pursuant to any
determination of the Fixed Charge Coverage Ratio.

     

    “Consolidated Interest
Expense” means, for any Test Period, for the Company and its Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP), total interest expense (including the interest component of any payments
in respect of Capital Lease Obligations) in respect of all outstanding
Indebtedness accrued or capitalized during such period, in each case, to the
extent paid in cash during such period (including all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net costs under Swap Agreements entered into to hedge
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP, but excluding (i) the upfront costs associated with
refinancing the Existing 2011 Notes to the extent such payments constitute
interest expense in accordance with GAAP, (ii) any gain or loss realized with
respect to the termination in August 2008 of Swap Agreements that hedged
interest rates on the potential issuance of Indebtedness and (iii) fees and
expenses associated with the Commitments and Loans under this
Agreement).

     

     

    
      
        
        

      

      
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    “Consolidated Net
Income” means, for any period, the net income or loss of the Company and
its Subsidiaries (determined on a consolidated basis in accordance with GAAP)
for such period; provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Subsidiaries, (b) the income
(or deficit) of any Person (other than a Subsidiary of the Company) in which the
Company or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Company or such
Subsidiary in the form of dividends or similar distributions, and (c) the
undistributed earnings of any Subsidiary of the Company to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or any organizational or governing documents, any
law, treaty, rule or regulation or any determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to such
Subsidiary.

     

    “Consolidated Total
Indebtedness” means, as of any date, without duplication, the aggregate
principal amount of all Indebtedness for Borrowed Money of the Company and its
Subsidiaries at such date (determined on a consolidated basis without
duplication in accordance with GAAP) minus (to the extent
otherwise included in the calculation of Consolidated Total Indebtedness)
Indebtedness in respect of the Existing 2011 Notes to the extent the Existing
2011 Notes shall have been defeased or discharged in accordance with the
Existing Notes Indenture or otherwise cash collateralized on terms and
conditions satisfactory to the Administrative Agent.

     

    “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.

     

    “Contributing Party”
has the meaning set forth in Section 9.09.

     

    “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 by contract or
otherwise. “Controlling” and
“Controlled”
have meanings correlative thereto.  Solely for purposes of the
definition of “Affiliate”, “Control” shall also
mean the possession, directly or indirectly, of the power to vote 10% or more of
the securities having ordinary voting power for the election of directors (or
persons performing similar functions) of a Person.

     

    “Credit Exposure”
means, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Revolving Loans, LC Exposure and
Swingline Exposure at such time plus an amount equal
to its Applicable Percentage of the aggregate principal amount of Protective
Advances outstanding at such time.

     

    “Cumulative Available
EBITDA” means, for any period, Available EBITDA for such period, taken as
a single accounting period.  Cumulative Available EBITDA may be a
positive or negative amount.

     

     

    
      
        
        

      

      
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    “Customer Finance Program
Obligations” means inventory repurchase and recourse obligations,
including any obligation of the Company or any Subsidiary to repurchase products
of the Company and its Subsidiaries or to purchase or repurchase receivables
created in connection with the sale of products or related services of the
Company and its Subsidiaries under any customer finance program, in each case
incurred in the ordinary course of business and as described in the Company’s
annual audited financial statements.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit,
Swingline Loans or Protective Advances within three Business Days of the date
required to be funded by it hereunder, (b) notified any Borrower, the
Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) failed, within three
Business Days after a request by the Administrative Agent, to confirm that it
will comply with the terms of this Agreement relating to its obligations to fund
prospective Loans and participations in then outstanding Letters of Credit,
Swingline Loans and Protective Advances, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within three Business Days of the date when due, unless the subject
of a good faith dispute, or (e) (i) become or is insolvent or has a parent
company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.

     

    “Departing Lender” has
the meaning set forth in Section 2.19(b).

     

    “Deposit Account Control
Agreement” means, individually and collectively, each “Deposit Account
Control Agreement” referred to in the Security Agreement.

     

    “Designation Letter”
means the Designation Letter entered into by the Company and a wholly-owned
Domestic Subsidiary of the Company pursuant to Section 2.21(b)(i) pursuant
to which such Subsidiary shall (subject to the terms and conditions of
Section 2.21) be designated as a Subsidiary Borrower, substantially in the
form of Exhibit B or any other form approved by the Administrative
Agent.

     

    “Dilution Factors”
means, without duplication, with respect to any period, the aggregate amount of
all deductions, credit memos, returns, adjustments, allowances, bad debt
write-offs and other non-cash credits which are recorded to reduce accounts
receivable in a manner consistent with current and historical accounting
practices of the Loan Parties.

     

     

    
      
        
        

      

      
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    “Dilution Ratio”
means, at any date, the amount (expressed as a percentage) equal to (a) the
aggregate amount of the applicable Dilution Factors for the 12 most recently
ended fiscal months divided by (b) total
gross sales of the Loan Parties for the 12 most recently ended fiscal
months.

     

    “Dilution Reserve”
means, at any date, the applicable Dilution Ratio multiplied by the
Eligible Accounts on such date; provided that at all times that the Dilution
Ratio is less than 5.0%, the Dilution Reserve shall be zero.  The
Dilution Reserve shall be the only Reserve with respect to the Dilution
Factors.

     

    “Disposition” means
any sale, lease, license, transfer, assignment or other disposition of all or
any portion of the business, assets, rights, revenues or property, real,
personal or mixed, tangible or intangible, of the Company or any of its
Subsidiaries (including any Equity Interests owned by the Company or any of its
Subsidiaries).

     

    “Disqualified Stock”
means, with respect to any Person, any Equity Interests of such Person which, by
its terms, or by the terms of any security into which it is convertible or for
which it is putable or exchangeable, or upon the happening of any event, matures
or is mandatorily redeemable (other than solely for Equity Interests that are
not Disqualified Stock), other than as a result of a change of control or asset
sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at
the option of the holder thereof (other than as a result of a change of control
or asset sale to the extent the terms of such Equity Interests provide that such
Equity Interests shall not be required to be repurchased or redeemed until the
Commitment Termination Date has occurred or such repurchase or redemption is
otherwise permitted by this Agreement (including as a result of a waiver
hereunder)), in whole or in part, in each case prior to the date that is 91 days
after the Commitment Termination Date hereunder; provided that if such
Equity Interests are issued to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Equity
Interests shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Company or its Subsidiaries in order to
satisfy applicable statutory or regulatory obligations.

     

    “Documentation Agents”
means, individually and collectively, Bank of America, N.A., Suntrust Bank and
Wells Fargo Bank, National Association, in their capacity as Documentation
Agents.

     

    “Dollar Equivalent”
means, on any Business Day with respect to any amount denominated in an
Alternative Currency, the amount of Dollars that would be required to purchase
such amount of such Alternative Currency based upon the spot selling rate at
which JPMCB London offers to sell such Alternative Currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m. London time on such
Business Day for delivery two Business Days later.

     

    “Dollars” or “$” refers to lawful
money of the United States of America.

     

    “Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any jurisdiction within
the United States of America.

     

     

    
      
        
        

      

      
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    “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 10.02).

     

    “Eligible Accounts”
means, at any time, the Accounts of any Loan Party, other than any
Account:

    


    (a)           which
is not subject to a first priority perfected security interest in favor of the
Administrative Agent (for the benefit of the Secured Parties);

    


    (b)           which
is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent (for the benefit of the Secured Parties) and (ii) a Permitted Encumbrance
which does not have priority over the Lien in favor of the Administrative Agent
(for the benefit of the Secured Parties);

    


    (c)           (i)
with respect to which the scheduled due date is more than 90 days after the
original invoice date (other than (A) Accounts having extended payment terms
which are reasonably acceptable to the Administrative Agent in an amount not to
exceed $5,000,000 in the aggregate at any time outstanding, and (B) Accounts in
respect of which the Account Debtor has provided a letter of credit reasonably
acceptable to the Administrative Agent), (ii) which is unpaid more than 90 days
after the date of the original invoice therefor (other than the Accounts
described in the parenthetical in clause (i) above) or more than 60 days after
the original due date (other than Accounts related to the Fitness Division
(other than any such Account owed by the government of the United States, or any
department, agency, public corporation, or instrumentality thereof) in an amount
not to exceed $5,000,000 in the aggregate at any time outstanding which may
remain unpaid for up to 120 days after the date of the original invoice therefor
or up to 90 days after the original due date), or (iii) which has been written
off the books of the applicable Loan Party or otherwise designated as
uncollectible (in determining the aggregate amount from the same Account Debtor
that is unpaid hereunder there shall be excluded the amount of any net credit
balances relating to Accounts due from an Account Debtor which are unpaid more
than 90 (or, to the extent provided above, 120) days from the date of invoice or
more than 60 (or, to the extent provided above, 90) days from the due
date);

    


    (d)           which
is owing by an Account Debtor for which more than 50% of the Accounts owing from
such Account Debtor and its Affiliates are ineligible hereunder by reason of
paragraph (c) above;

    


    (e)           other
than a Specified Account, which is owing by an Account Debtor to the extent the
aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to all Loan Parties exceeds 10% of the aggregate amount of Eligible Accounts of
all Loan Parties; provided that
Specified Accounts will not qualify as Eligible Accounts pursuant to this
paragraph (e) to the extent they exceed the greater of 20% of the aggregate
amount of Eligible Accounts of all Loan Parties and $25,000,000;

     

     

    
      
        
        

      

      
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    (f)           with
respect to which any covenant, representation, or warranty contained in this
Agreement or in any applicable Security Agreement has been breached or is not
true, in each case in any material respect;

    


    (g)           which
(i) does not arise from the sale of goods or performance of services in the
ordinary course of business, (ii) is not evidenced by an invoice or other
documentation reasonably satisfactory to the Administrative Agent which has been
sent to the Account Debtor, (iii) represents a progress billing, (iv) is
contingent upon any Loan Party’s completion of any further performance, (v)
represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on
approval, consignment, cash-on-delivery or any other repurchase or return basis
or (vi) relates to payments of interest or service or finance charges (it being
understood that any asset subject to a progress billing or sold on a
bill-and-hold or cash-on-delivery basis shall continue to be treated as Eligible
Inventory, provided that it otherwise qualifies as such, notwithstanding that it
may no longer be inventory for GAAP purposes);

     

    (h)           for
which the goods giving rise to such Account have not been shipped to the Account
Debtor (it being understood that any such asset shall continue to be treated as
Eligible Inventory, provided that it otherwise qualifies as such,
notwithstanding that it may no longer be inventory for GAAP purposes) or for
which the services giving rise to such Account have not been performed by the
applicable Loan Party or which is otherwise recorded as deferred revenue or if
such Account was invoiced more than once;

    


    (i)           with
respect to which any check or other instrument of payment has been, to the
knowledge of a Financial Officer, returned uncollected for any
reason;

    


    (j)           which
is owed by an Account Debtor which has (i) applied for or has been the subject
of a petition or application for, suffered, or consented to the appointment of
any receiver, custodian, trustee, administrator, liquidator or similar official
for such Account Debtor of its assets, (ii) has had possession of all or a
material part of its property taken by any receiver, custodian, trustee or
liquidator, (iii) filed, or had filed against it, under any Insolvency Laws, any
assignment, application, request or petition for liquidation, reorganization,
compromise, arrangement, adjustment of debts, stay of proceedings, adjudication
as bankrupt, winding-up, or voluntary or involuntary case or proceeding (other
than post-petition Accounts entitled to administrative expense or equivalent
priority under applicable Insolvency Laws), (iv) admitted in writing its
inability, or is generally unable, to pay its debts as they become due, (v)
become insolvent, or (vi) ceased operation of its business; provided that the Administrative Agent
shall include Accounts from such Account
Debtors to the extent that such Accounts are fully backed by letters of credit acceptable to the Administrative Agent in its Permitted
Discretion;

    


    (k)           which
is owed by any Account Debtor which, to the knowledge of a Financial Officer,
has sold all or substantially all of its assets;

     

     

    
      
        
        

      

      
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    (l)           which
is owed by an Account Debtor which (i) does not maintain its chief executive
office in the United States or Canada or (ii) is not organized under any
applicable law of the United States, any state of the United States or the
District of Columbia, Canada, or any province of Canada unless, in any such
case, such Account is backed by a letter of credit acceptable to the
Administrative Agent in its Permitted Discretion;

    


    (m)           which
is owed in any currency other than Dollars;

    


    (n)           which
is owed by (i) the government (or any department, agency, public corporation, or
instrumentality thereof) of any country other than the United States unless such
Account is backed by a letter of credit acceptable to the Administrative Agent
in its Permitted Discretion, or (ii) the government of the United States, or any
department, agency, public corporation, or instrumentality thereof, unless the
Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. §
15 et seq.), has been
complied with; provided that the
Administrative Agent may in its Permitted Discretion waive such compliance with
respect to such Accounts in an aggregate amount of up to $5,000,000 at any time
outstanding;

    


    (o)           which
is owed by any Affiliate, employee, officer or director of any Loan
Party;

    


    (p)           which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which
any Loan Party is indebted, but only to the extent of such indebtedness or is
subject to any security, deposit, progress payment, unapplied cash, retainage or
other similar advance made by or for the benefit of an Account Debtor, in each
case to the extent thereof;

    


    (q)           which
is subject to any counterclaim, deduction, defense, setoff or dispute but only
to the extent of any such counterclaim, deduction, defense, setoff or
dispute;

    


    (r)           which
is evidenced by any promissory note, judgment, chattel paper, or
instrument;

    


    (t)           with
respect to which the applicable Loan Party has made any agreement with the
Account Debtor for any reduction thereof, other than discounts and adjustments
given in the ordinary course of business, or any Account which was partially
paid and the applicable Loan Party created a new receivable for the unpaid
portion of such Account;

    


    (u)           which
does not comply in all material respects with the requirements of all applicable
laws and regulations, whether federal, provincial, territorial, state or local,
including without limitation the Federal Consumer Credit Protection Act, the
Federal Truth in Lending Act and Regulation Z of the Board;

     

     

    
      
        
        

      

      
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    (v)           which
is for goods that have been sold under a purchase order or pursuant to the terms
of a contract or other agreement or understanding (written or oral) that
indicates or purports that any Person other than a Loan Party or any of its
Subsidiaries has an ownership interest in such goods, or which indicates any
party other than any of the Loan Parties as payee or remittance
party;

    


    (w)           which
was created on cash on delivery terms;

    


    (x)           which
is governed by the laws of any jurisdiction other than the United States, any
state thereof or the District of Columbia, Canada or any province of Canada;
provided that the Administrative Agent
shall include such Accounts to the extent that they are fully backed by letters of credit acceptable to the Administrative Agent in its Permitted
Discretion;

    


    (y)           which
was acquired or originated by any Person acquired after the date hereof (until
such time as diligence in respect of such Person and such Accounts satisfactory
to the Administrative Agent in its Permitted Discretion has been completed);
provided that
the Administrative Agent may in its Permitted Discretion include such Accounts
in an aggregate amount of up to $5,000,000 prior to completion of such
diligence;

    


    (z)           which
is an Account to be sold pursuant to a definitive agreement or which is subject
to a permitted receivables financing, unless otherwise agreed by the
Administrative Agent in its Permitted Discretion;

    


    (aa)           which
is owed by an Account Debtor in respect of which, to the knowledge of a
Financial Officer, the Company or any of its Subsidiaries has received notice of
proceedings or actions which are threatened or pending against such Account
Debtor in respect of such Account which would reasonably be expected to result
in any material adverse change in such Account Debtor’s financial condition;
or

    


    (bb)           which
is an Account repurchased by the applicable Loan Party pursuant to the recourse
provisions of any permitted receivables financing, unless otherwise agreed by
the Administrative Agent in its Permitted Discretion.

    


    In
determining the amount of an Eligible Account, the face amount of an Account
may, in the Administrative Agent’s Permitted Discretion, be reduced by, without
duplication, to the extent not reflected in such face amount, (i) the amount of
all sales, advances or prepayments, accrued and actual discounts (including
early pay discounts), claims, rebates, credits or credits pending, promotional
program allowances, price adjustments, finance charges or other allowances
(including any amount that any Loan Party may be obligated to rebate to an
Account Debtor pursuant to the terms of any agreement or understanding (written
or oral)) and (ii) the aggregate amount of all cash received in respect of such
Account but not yet applied by such Loan Party to reduce the amount of such
Account.  Standards of eligibility may be made more restrictive (and
such increased restrictiveness subsequently reversed in whole or part) from time
to time solely by the Administrative Agent in the exercise of its Permitted
Discretion and based on new information or a change in circumstances, with any
such changes to be effective 5 Business Days after delivery of notice thereof to
the Company and the Lenders.

     

     

    
      
        
        

      

      
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    “Eligible Equipment”
means the equipment owned by a Loan Party and meeting each of the following
requirements:

     

    (a)           such
Loan Party has good title to such equipment;

     

    (b)           such
Loan Party has the right to subject such equipment to a Lien in favor of the
Administrative Agent; such equipment is subject to a first priority perfected
Lien in favor of the Administrative Agent and is free and clear of all other
Liens of any nature whatsoever (except for Permitted Encumbrances which do not
have priority over the Lien in favor of the Administrative Agent);

     

    (c)           the
full purchase price for such equipment has been paid by such Loan
Party;

     

    (d)           such
equipment is located on premises (i) owned by such Loan Party unless such
premises are subject to a mortgage or other Lien in favor of any Person other
than the Administrative Agent, or (ii) leased by such Loan Party where (x) the
lessor has delivered to the Administrative Agent a Collateral Access Agreement
or (y) a Reserve for rent, charges, and other amounts due or to become due with
respect to such facility has been established by the Administrative Agent in its
Permitted Discretion;

     

    (e)           such
equipment is in good working order and condition (ordinary wear and tear
excepted) and is used or held for use by such Loan Party in the ordinary course
of business of the Loan Party;

     

    (f)           such
equipment is not subject to any agreement which restricts the ability of such
Loan Party to use, sell, transport or dispose of such equipment or which
restricts the Administrative Agent's ability to take possession of, sell or
otherwise dispose of such equipment;

     

    (g)           such
equipment does not constitute “fixtures” under the applicable laws of the
jurisdiction in which such equipment is located; and

     

    (h)           such
equipment has been appraised to the satisfaction of the Administrative Agent in
its Permitted Discretion.

     

    “Eligible Finished Goods
Inventory” means Eligible Inventory consisting of finished goods
available for sale (as determined in a manner acceptable to the Administrative
Agent in its Permitted Discretion and consistent with past
practices).

    


    “Eligible
In-Transit Inventory” means, at any time, without duplication
of other Eligible Inventory, Inventory:

    


    (a)           for which title remains with a Loan Party;

     

     

    
      
        
        

      

      
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    (b)           which is fully insured in such amounts, with insurance
companies and subject to such deductibles as are satisfactory to the
Administrative Agent in its Permitted Discretion;

     

    (c)           which is in-transit in the United States
(other than Inventory in-transit from Reynosa, Mexico that otherwise constitutes
Eligible Inventory pursuant to the parenthetical in clause (g) of the definition
of Eligible Inventory) between Loan Parties; and

     

    (d)           which otherwise would constitute
Eligible Inventory.

     

    


    “Eligible Inventory”
means, at any time, the Inventory of the Loan Parties, other than any
Inventory:

    


    (a)           which
is not subject to a first priority perfected Lien in favor of the Administrative
Agent (for the benefit of the Secured Parties);

    


    (b)           which
is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent (for the benefit of the Secured Parties) and (ii) a Permitted Encumbrance
which does not have priority over the Lien in favor of the Administrative Agent
(for the benefit of Secured Parties);

    


    (c)           which,
in the Administrative Agent’s Permitted Discretion, is determined to be slow
moving, obsolete, unmerchantable, defective, used (including certified
pre-owned), unfit for sale, not salable at prices approximating at least the
cost of such Inventory in the ordinary course of business or unacceptable due to
age, type, category and/or quantity;

    


    (d)           with
respect to which any covenant, representation, or warranty contained in this
Agreement or the Security Agreement has been breached or is not true, in each
case in any material respect, and which does not conform in all material
respects to all standards imposed by any Governmental Authority;

    


    (e)           in
which any Person other than the applicable Loan Party shall (i) have any direct
or indirect ownership, interest or title to such Inventory or (ii) be indicated
on any purchase order or invoice with respect to such Inventory as having or
purporting to have an interest therein;

    


    (f)           which
constitutes spare or replacement parts (other than those held for sale in the
ordinary course of business), subassemblies (other than those which could be
sold, or could be included in other Inventory for sale, in the ordinary course
of business), packaging and shipping material, manufacturing supplies, samples,
prototypes, displays or display items, goods that are returned or marked for
return, repossessed goods, defective or damaged goods, goods held on consignment
(other than those on consignment with customers and subject to a Collateral
Access Agreement which is acceptable to the Administrative Agent in its
Permitted Discretion), or goods which are not of a type held for sale in the
ordinary course of business;

     

     

    
      
        
        

      

      
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    (g)           which
is not located in the United States (other than Inventory located in Reynosa,
Mexico with an aggregate gross value not in excess of $10,000,000 at any time
outstanding; provided that such
Inventory is relocated to within the United States no more than 120 days after
the Effective Date) or is in transit with a common carrier from vendors and
suppliers other than Eligible In-Transit Inventory;

    


    (h)           which
is located in any location leased by such Borrower unless (i) the lessor has
delivered to the Administrative Agent a Collateral Access Agreement, (ii) a Rent
Reserve has been established by the Administrative Agent or (iii) such Inventory is Eligible In-Transit
Inventory;

    


    (i)           which
is located in any third party warehouse or other storage facility or is in the
possession of a bailee (other than a third party processor) and is not evidenced
by a document (other than bills of lading to the extent permitted pursuant to
clause (g) above), unless (i) such warehouseman or bailee has delivered to the
Administrative Agent a Collateral Access Agreement and such other documentation
as the Administrative Agent may require, (ii) a Rent Reserve has been
established by the Administrative Agent in its Permitted Discretion or (iii)
such Inventory is Eligible In-Transit Inventory;

    


    (j)           which
is being processed offsite at a third party location or outside processor, or is
in-transit to or from said third party location or outside processor (other than
Inventory permitted to be included pursuant to paragraph (g)
above);

    


    (k)           which
is a discontinued product or component thereof unless the Administrative Agent
has determined in its Permitted Discretion that such Inventory is Eligible
Inventory;

    


    (m)           which
is perishable;

    


    (n)           which
contains or bears any intellectual property rights licensed to any Loan Party
unless the Administrative Agent is satisfied in its Permitted Discretion that
upon an Event of Default it may sell or otherwise dispose of such Inventory
without (i) the consent of each applicable licensor, (ii) infringing the rights
of such licensor, (iii) violating any contract with such licensor, or (iv)
incurring any liability with respect to payment of royalties other than
royalties incurred pursuant to sale of such Inventory under the current
licensing agreement;

    


    (o)           which
is not reflected in a current perpetual inventory report of any Loan Party, or a
similar report used to track Inventory on hand; or

    


    (q)           which
is designated to be returned to a vendor or which is damaged or off-quality or
subject to warranty claims or not to customer specifications or which is
remanufactured.

     

     

    
      
        
        

      

      
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    Standards
of eligibility may be made more restrictive (and such increased restrictiveness
subsequently reversed in whole or part) from time to time solely by the
Administrative Agent in the exercise of its Permitted Discretion and based on
new information or a change in circumstances, with any such changes to be
effective 5 Business Days after delivery of notice thereof to the Company and
the Lenders.

     

    “Eligible Raw Materials
Inventory” means Eligible Inventory consisting of raw materials (as
determined in a manner acceptable to the Administrative Agent in its Permitted
Discretion and consistent with past practices).

    


    “Eligible WIP
Inventory” means Eligible Inventory consisting of work-in-process related
to the manufacturing of boats (as determined in a manner acceptable to the
Administrative Agent in its Permitted Discretion and consistent with past
practices).

     

    “Environmental Laws”
means all laws (including common law), rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, or to the
management, release or threatened release of any Hazardous
Material.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Company 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, disposal, or
arrangement for disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the indoor or outdoor 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.

     

    “Equipment Component”
means, at the time of any determination thereof, an amount equal to the lesser
of (i) up to 60% of the Net Orderly Liquidation Value of the Loan Parties’
Eligible Equipment, minus the Equipment Indenture Reserve and any other Reserves
related to the Eligible Equipment; and (ii) the Equipment Value Cap; provided that the
Equipment Component shall equal $0 prior to the completion of appraisals,
satisfactory to the Administrative Agent in its Permitted Discretion, of the
Loan Parties’ Eligible Equipment.

     

    “Equipment Indenture
Reserve” means, at any time, the amount by which (a) 60% of the Net
Orderly Liquidation Value of the Eligible Equipment owned by the Company and
Loan Parties that are “Restricted Subsidiaries” under the Existing Notes
Indenture exceeds (b) the amount of the basket provided for in Section 5.05(b)
of the Existing Notes Indenture, less the amount of other secured Indebtedness
utilizing such basket.

     

    “Equipment Value Cap”
means the Initial Value amortized ratably on a quarterly basis over a five-year
period commencing upon the last day of the first full fiscal quarter completed
after the determination thereof.

     

     

    
      
        
        

      

      
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    “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

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

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30 day notice period referred to in Section 4043(c) of ERISA is
waived); (b) the existence with respect to any “employee pension benefit plan”
(as defined in Section 3(2) of ERISA) of a non-exempt “prohibited transaction,”
as defined in Section 406 of ERISA and Section 4975(f)(3) of the Code; (c) any
failure by any Plan to satisfy the “minimum funding standard” applicable to such
Plan (as such term is defined in Section 412 or 430 of the Code or Section 302
of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the
Code or Section 303 of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan, the failure to make by its due date a
required installment under Section 412(m) or Section 430(j)of the Code with
respect to any Plan or the failure of any Loan Party or ERISA Affiliate to make
any required contribution to any Multiemployer Plan; (e) the incurrence by any
Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan (other than PBGC premiums due but not
delinquent under Section 4007 of ERISA) including, without limitation, the
imposition of any Lien in favor of the PBGC or any Plan; (f) the receipt by any
Loan Party or any ERISA Affiliate from the PBGC or a Plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan under Section 4042 of ERISA; (g) a determination
that any Plan is in “at risk” status (within the meaning of Section 430 of the
Code or Title IV of ERISA); (h) the incurrence by any Loan Party or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (i) the receipt by any Loan
Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA or in endangered or critical status within the meaning of
Section 432 of the Code or Section 305 or Title IV of ERISA.

     

    “euro” means the
single currency of Participating Member States of the European
Union.

     

    “Eurocurrency”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted Eurocurrency Rate.

     

     

    
      
        
        

      

      
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    “Eurocurrency Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, the
rate appearing on Reuters BBA
Libor Rates Page 3750 (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar
deposits with a maturity comparable to such Interest Period.  In the
event that such rate is not available at such time for any reason, then the
“Eurocurrency
Rate” with respect to such Eurocurrency Borrowing for such Interest
Period shall be the rate at which Dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

     

    “Event of Default” has
the meaning set forth in Article VII.

     

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

     

    “Excluded Property” means, “Excluded Property” referred to in the
Security Agreement.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any Issuing
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Loan Party hereunder or under any other Loan
Document:

     

    (a)    income or
franchise taxes imposed on (or measured by) such recipient’s net income by the
United States of America (or any political subdivision or state thereof) (each a
“U.S. Taxing
Authority”), or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender or any Issuing Lender, in which its applicable lending office
is located;

     

    (b)    any
branch profits taxes imposed by any U.S. Taxing Authority or any similar tax
imposed by any other jurisdiction described in clause
(a) above;

     

    (c)    in the
case of any Non-U.S. Lender, any U.S. federal withholding tax that is imposed on
payments to such Lender to the extent such tax (i) is in effect and would
apply as of the date such Lender (other than an assignee pursuant to a request
by the Company under Section 2.19(b)) becomes a party to this Agreement or
(ii) relates to such payments that would be made to any new applicable
lending office designated by such Lender and is in effect and would apply as of
the time of such designation, except in the case of (i) and (ii), (x) to the
extent that such Non-U.S. Lender’s assignor (if any) was entitled, at the time
of assignment (or designation of lending office) to receive additional amounts
from the Loan Parties pursuant to Section 2.17, (y) to the extent such
withholding tax is imposed as a result of a Change in Law, or (z) to the extent
that such withholding tax shall have resulted from the making of any payment by
any Loan Party to a location other than the office designated by the
Administrative Agent or the relevant Lender for the receipt of payments of the
applicable type from such Loan Party;

     

     

    
      
        
        

      

      
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    (d)    any
United States federal withholding tax that is attributable to such Non-U.S.
Lender’s failure to comply with Section 2.17(f).

     

    “Existing Credit
Agreement” has the meaning set forth in the preamble hereto.

     

    “Existing Letters of
Credit” has the meaning set forth in Section 2.06(l).

     

    “Existing Notes” means
the Company’s outstanding notes issued under the Existing Notes
Indenture.

     

    “Existing Notes
Indenture” means the Indenture, dated as of March 15, 1987, between the
Company and Continental Illinois National Bank and Trust Company of Chicago, as
trustee.

     

    “Existing 2011 Notes”
means the Company’s 5.0% Notes due June 1, 2011 issued under the Existing Notes
Indenture.

     

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

     

    “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Company.

     

    “Fitness Division”
means the Company’s business operations in the physical fitness equipment
industry.

     

    “Fixed Charge Coverage
Ratio” means, the ratio, determined as of the end of any Test Period, of
(a) Consolidated EBITDA minus
Capital Expenditures paid in cash during such Test Period (other than those
financed with Indebtedness (other than Revolving Loans) or with the proceeds of
sale and leaseback transactions) during such Test Period minus
income tax paid in cash net of refunds received during such Test Period, to (b)
Fixed Charges, all calculated for the Company and its Subsidiaries for such Test
Period on a consolidated basis in accordance with GAAP.

     

    “Fixed Charges” means,
with reference to any Test Period, without duplication, Consolidated Interest
Expense, plus
scheduled principal repayments of long-term Indebtedness for Borrowed Money of
the Company and its Subsidiaries made during such period (including Capital
Lease Obligation payments, but excluding repayments made to the Company or any
Subsidiary), plus
Restricted Payments paid in cash, plus
dividends or other payments made in cash on account of preferred Equity
Interests, plus
cash contributions to any qualified defined benefit pension Plan in excess of
the amount of such contributions that was expensed, all calculated for the
Company and its Subsidiaries for such Test Period on a consolidated basis in
accordance with GAAP.

     

     

    
      
        
        

      

      
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    “Foreign Holdco” means
each of Brunswick International Ltd., Marine Power International Limited, Marine
Power New Zealand Limited, Life Fitness International Sales Inc., Marine Power
International Pty. Ltd., Brunswick Marine in EMEA, Inc. and each other Domestic
Subsidiary the business of which consists substantially entirely in holding
Equity Interests in Foreign Subsidiaries and/or conducting operations through
foreign branches.

     

    “Foreign Pledge
Agreement” means a pledge or charge agreement with respect to each
portion of the Collateral that constitutes Equity Interests of a Foreign
Subsidiary, in form and substance reasonably satisfactory to the Administrative
Agent.

     

    “Foreign Receivables”
means (a) each account receivable owned by any Foreign Subsidiary or any Foreign
Holdco and (b) each account receivable owned by a Loan Party that is owed by a
Person that is not organized under any applicable law of the United States, any
state of the United States or the District of Columbia, Canada, or any province
of Canada.

     

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

     

    “GAAP” means generally
accepted accounting principles in the United States of America.

     

    “Governmental
Authority” means the government of the United States of America, or of
any other nation, or any political subdivision thereof, whether state,
provisional, territorial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

     

    “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or other obligation; provided, that the
term Guarantee shall not include (i) endorsements for collection or deposit in
the ordinary course of business, (ii) Customer Finance Program Obligations or
(iii) the BAC Joint Venture Obligations.

     

    “Guaranteed
Obligations” has the meaning set forth in Section 9.01.

     

     

    
      
        
        

      

      
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    “Guarantor” means, at
any time, collectively and individually, the Company and each Domestic
Subsidiary that has executed this Agreement or has executed a Joinder Agreement
and has not been released from the Loan Guaranty.

     

    “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 or fractions, asbestos or asbestos containing materials,
polychlorinated biphenyls, urea-formaldehyde insulation, molds, radon gas,
infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to, or that could give rise to liability under, any
Environmental Law.

     

    “Headquarters” means
the real property located at 1 N. Field Court, Lake Forest, Illinois
60045.

     

    “Immaterial
Subsidiary” means, at any date, any Domestic Subsidiary of the Company
(other than a Subsidiary Borrower) that, together with its consolidated
Subsidiaries, provides less than 5% of the consolidated revenues of, or holds
less than 5% of the consolidated assets of, the Company and its Domestic
Subsidiaries on a consolidated basis determined in accordance with GAAP; provided that, the
aggregate revenues or assets of all Immaterial Subsidiaries, determined in
accordance with GAAP, may not exceed 10% of consolidated revenues or
consolidated assets, respectively, of the Company and its consolidated Domestic
Subsidiaries, collectively, at any time (and the Company will designate in
writing to the Administrative Agent from time to time the Subsidiaries which
will cease to be treated as “Immaterial Subsidiaries” in order to comply with
the foregoing limitation).  Each computation of consolidated assets
and revenues made in determining whether a Subsidiary is an Immaterial
Subsidiary shall exclude all assets consisting of Equity Interests in Foreign
Subsidiaries.

     

    “Indebtedness” means,
without duplication, with respect to any Person (including the Company and its
Subsidiaries), (a) all obligations of such Person for borrowed money or
evidenced by bonds, debentures, notes or similar instruments or with respect to
deposits or advances of any kind, (b) all obligations of such Person in
respect of the deferred purchase price of property or services (other than
accounts payable arising in the ordinary course of business which, to the
knowledge of a Financial Officer, are not more than 45 days past due or are
being disputed in good faith) and other accrued expenses and deferred
compensation incurred in the ordinary course of business, (c) all Capital
Lease Obligations of such Person, (d) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances, (e) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed (and in each
case valued at the lesser of the amount of such Indebtedness and the fair market
value of the assets subject to such Lien), (g) all Guarantees by such Person of
Indebtedness of others, (h) all obligations, contingent or otherwise, of such
Person as an account party in respect of letters of credit, letters of guaranty
that support or secure Indebtedness, surety bonds or similar arrangements, (i)
for purposes of Section 7(f) only, all obligations of such Person in respect of
Swap Agreements and (j) any other Off-Balance Sheet Liability.  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable
therefor.  The term Indebtedness shall not include Customer Finance
Program Obligations.

     

     

    
      
        
        

      

      
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    “Indebtedness for Borrowed
Money” means, on any date, the amount of debt of the Company and its
Subsidiaries set forth on, or that would be required to be set forth on, the
consolidated balance sheet of the Company as of such date in accordance with
GAAP.

     

    “Indemnified Taxes”
means Taxes (including Other Taxes) other than Excluded Taxes.

     

    “Indemnitee” has the
meaning set forth in Section 10.03(b).

     

    “Index Debt” means
senior, unsecured, long-term indebtedness for borrowed money of the Company that
is not guaranteed by any other Person or subject to any other credit
enhancement.

     

    “Information” has the
meaning set forth in Section 10.12.

     

    “Initial Value” means
the value of the Loan Parties’ Eligible Equipment as determined by the
appraisals of the Loan Parties’ Eligible Equipment described in the definition
of Equipment Component; provided that the
Initial Value shall not exceed $40,000,000.

     

    “Insolvency Laws”
means the Bankruptcy Code and any other applicable state, provincial,
territorial or federal bankruptcy laws, each as now and hereafter in effect, any
successors to such statutes and any other applicable insolvency or other similar
law of any jurisdiction, including any law of any jurisdiction permitting a
debtor to obtain a stay or a compromise of the claims of its creditors against
it and including any rules and regulations pursuant thereto.

     

    “Intellectual
Property” has the meaning set forth in Section 3.05(b).

     

    “Interest Election
Request” means a request by any Borrower to convert or continue a
Borrowing of Revolving Loans in accordance with Section 2.08.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan (other than a
Swingline Loan), each Quarterly Date, (b) with respect to any Eurocurrency
Loan, the last day of each Interest Period therefor and, in the case of any
Interest Period for a Eurocurrency Loan of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at
three-month intervals after the first day of such Interest Period, (c) with
respect to any Swingline Loan, the day that such Loan is required to be repaid
and (d) with respect to any Loan, the Commitment Termination Date.

     

    “Interest Period”
means for any Eurocurrency Loan or Borrowing, the period commencing on the date
of such Loan or Borrowing and ending (i) fourteen days thereafter or
(ii) on the numerically corresponding day in the calendar month that is
one, two, three or six (or, with the consent of each Lender, nine or twelve)
months thereafter, as specified in the applicable Borrowing Request or Interest
Election Request; provided that
(i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a Eurocurrency Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (ii) any Interest
Period pertaining to a Eurocurrency Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Loan initially shall be the
date on which such Loan is made and thereafter shall be the effective date of
the most recent conversion or continuation of such Loan, and the date of a
Borrowing consisting of Loans that have been converted or continued shall be the
effective date of the most recent conversion or continuation of such
Loans.

     

     

    
      
        
        

      

      
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    “Inventory” means,
individually and collectively, “Inventory”, as referred to in the Security
Agreement.

     

    “Inventory Buyback
Reserve” means a reserve calculated by the Company and satisfactory to
the Administrative Agent in its Permitted Discretion for repurchases of
inventory to be made by Loan Parties.

     

    “Inventory Reserves”
shall mean reserves against Inventory equal to the sum of the
following:

     

    (a)           a
reserve for shrink, or discrepancies that arise pertaining to inventory
quantities on hand between a Borrower’s perpetual accounting system, and
physical counts of the inventory which will be based on the applicable Loan
Party’s historical practice and experience and in an amount acceptable to the
Administrative Agent in its Permitted Discretion;

     

    (b)           a
reserve determined by the Company in accordance with GAAP and satisfactory to
the Administrative Agent in its Permitted Discretion for Inventory that is
discontinued, obsolete, slow-moving, unmerchantable, defective or unfit for
sale;

     

    (c)           a
lower of the cost or market reserve for any differences between a
Borrower’s  actual cost to produce versus its selling price to third
parties; and

     

    (d)           any
other reserve as deemed appropriate by the Administrative Agent in its Permitted
Discretion, from time to time.

     

    “Investment” has the
meaning set forth in Section 6.06.

     

    “Issuing Lender” means
JPMCB, The Bank of New York, Wells Fargo Bank, National Association and each
other Lender designated by the Company as an “Issuing Lender” hereunder that has
agreed to such designation (and is reasonably acceptable to the Administrative
Agent), each in its capacity as an issuer of one or more Letters of Credit
hereunder, and its successors in such capacity as provided in
Section 2.06(j), in each case so long as such Person shall remain an
Issuing Lender hereunder.  Any Issuing Lender may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such
Issuing Lender, in which case the term “Issuing Lender” shall include any such
Affiliate with respect to Letters of Credit issued by such
Affiliate.

     

     

    
      
        
        

      

      
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    “Joinder Agreement”
has the meaning set forth in Section 5.13.

     

    “JPMCB” means JPMorgan
Chase Bank, N.A., a national banking association, in its individual capacity,
and its successors.

     

    “LC Collateral
Account” has the meaning set forth in Section 2.06(k).

     

    “LC Commitment” means
$150,000,000.

     

    “LC Disbursement”
means a payment made by any Issuing Lender pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of any Borrower
at such time; provided that, with
respect to any component of any such amount in an Alternative Currency, such
amount shall be the Dollar Equivalent thereof.  The LC Exposure of any
Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.

     

    “Lenders” means (a) on
the Effective Date, the Persons listed on Schedule 1.01A hereto and (b)
thereafter, any other Person that shall have become a party hereto pursuant to
an Assignment and Assumption, other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Assumption. Unless the context
otherwise requires, the term “Lenders” includes the Swingline
Lender.

     

    “Letter of Credit”
means any letter of credit issued or continued pursuant to this
Agreement.

     

    “Leverage Ratio”
means, as of the last day of any Test Period of the Company, the ratio of (a)
Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for
such period.

     

    “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

     

    “Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to
this Agreement, any Letters of Credit, any Designation Letters and the
Collateral Documents.  Any reference in this Agreement or any other
Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to this Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes
operative.

     

     

    
      
        
        

      

      
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    “Loan Guaranty” means
Article IX of this Agreement.

     

    “Loan Parties” means,
individually and collectively, the Company, the other Borrowers, the Company’s
Domestic Subsidiaries that are Guarantors and any other Person who becomes a
party to this Agreement pursuant to a Joinder Agreement and their respective
successors and assigns.

     

    “Loans” means the
loans and advances made by the Lenders to the Borrowers pursuant to this
Agreement, including Swingline Loans and Protective Advances.

     

    “Lock Box” means any “Lock Box” referred to in the Security
Agreement.

     

    “Lock
Box Agreement” means any “Lock
Box Agreement” referred to in the Security Agreement.

     

    “Margin Stock” means
“margin stock” within the meaning of Regulations T, U and X of the
Board.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
condition, financial or otherwise, prospects or results of operations of the
Company and its Subsidiaries taken as a whole, (b) the ability of any Loan
Party to perform any of its obligations under this Agreement or any of the other
Loan Documents to which it is a party, (c) the Collateral, the Administrative
Agent’s Lien (for the benefit of the Secured Parties) on the Collateral or the
priority of such Liens, or (d) the rights of or benefits available to the
Administrative Agent, the Lenders or any Issuing Lender under this Agreement or
any of the other Loan Documents.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or
more of the Company and its Subsidiaries in an aggregate principal amount
exceeding $35,000,000.  For purposes of determining Material Indebtedness,
the “principal
amount” of the obligations of any Person in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that such Person would be required to pay if such Swap Agreement
were terminated at such time.

     

    “Mercury Facility”
means a working capital facility designed to replace the existing receivables
sale facility under the BAC Joint Venture and secured only
by Mercury-Marine division receivables that are owed by Account Debtors
that are organized under any applicable law of the United States, any state of
the United States or the District of Columbia and related assets but no other
assets.

     

    “Minimum Availability
Period” means (including by reference to the Levels described below), any
period (a) commencing when Availability is less than:

     

    
      	 	
              Level
      1:

            	
              the
      greater of $60,000,000 and 15% of the Total
Commitments;

            
	 	 	 
	 	
              Level
      2:

            	
              the
      greater of $80,000,000 and 20% of the Total Commitments;
    and

            
	 	 	 
	 	
              Level
      3:

            	
              the
      greater of $100,000,000 and 25% of the Total
  Commitments.

            


    

     

     

    
      
        
        

      

      
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    for three
consecutive Business Days (or immediately, in the case of Level 1) and (b)
ending after Availability is greater than the amounts set forth above (with
respect to the applicable Level) for 30 consecutive days.  For the
avoidance of doubt, at any time that Availability is equal to or greater than
the amounts set forth in Level 2 or Level 3 above, Availability shall also be
deemed to be greater than the applicable Level(s) below such Level of
Availability and each Minimum Availability Period Level shall include each
lesser Level.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA
which is contributed to by either the Company or an ERISA
Affiliate.

     

    “Net Orderly Liquidation
Value” means, with respect to Inventory or equipment of any Person, the
orderly liquidation value thereof as determined in a manner acceptable to the
Administrative Agent in its Permitted Discretion by an appraiser acceptable to
the Administrative Agent in its Permitted Discretion, net of all costs of
liquidation thereof.

     

    “Net Proceeds” means,
with respect to any event, (a) the cash proceeds and Cash Equivalents
received in respect of such event including (i) any cash received in
respect of any non-cash proceeds (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but excluding any interest
payments), but only as and when received, (ii) in the case of a casualty,
insurance proceeds and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of
(i) all reasonable fees and out-of-pocket expenses paid to third parties
(other than Affiliates) in connection with such event, (ii) in the case of
a sale, transfer or other disposition of an asset (including pursuant to a sale
and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made as a result of such
event to repay Indebtedness (other than Loans) secured by such asset (so long as
such Lien is permitted hereunder) and (iii) the amount of all taxes paid
(or reasonably estimated to be payable) and the amount of any reserves
established to fund contingent liabilities reasonably estimated to be payable,
in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably
and in good faith by a Financial Officer).

     

    “Non-Consenting
Lender” has the meaning set forth in Section 10.02(d).

     

    “Non-Material
Subsidiary” means, at any date, any Subsidiary of the Company (other than
a Subsidiary Borrower) that, together with its consolidated Subsidiaries,
provides less than 5% of the consolidated revenues of, or holds less than 5% of
the consolidated assets of, the Company and its Subsidiaries on a consolidated
basis determined in accordance with GAAP; provided that, the
aggregate revenues or assets of all Non-Material Subsidiaries, determined in
accordance with GAAP, may not exceed 10% of consolidated revenues or
consolidated assets, respectively, of the Company and its consolidated
Subsidiaries, collectively, at any time (and the Company will designate in
writing to the Administrative Agent from time to time the Subsidiaries which
will cease to be treated as “Non-Material Subsidiaries” in order to comply with
the foregoing limitation).

     

     

    
      
        
        

      

      
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    “Non-U.S. Lender”
means any Lender or Issuing Lender that is not a “United States Person” as
defined in Section 7701 of the Code.

     

    “Not Otherwise
Applied” means, with respect to any amount of the Available Amount that
is proposed to be applied to a particular use or transaction, that such amount
has not previously been (and is not simultaneously being) applied to anything
other than that such particular use or transaction.

     

    “Off-Balance Sheet
Liability” of a Person means any indebtedness, liability or obligation
under any so-called “synthetic lease” transaction entered into by such
Person.

     

    “Other Taxes” means
any and all present or future stamp, court or documentary Taxes or any other
excise, property, intangible, recording, filing or similar Taxes, charges or
similar levies arising from any payment made under any Loan Document or from the
execution, delivery, performance or enforcement or registration of, or from the
receipt or perfection of a security interest under, or otherwise with respect
to, any Loan Document.

     

    “Participant” has the
meaning set forth in Section 10.04(c).

     

    “Participant Register”
has the meaning set forth in Section 10.04(c).

     

    “Patriot Act” has the
meaning set forth in Section 10.16.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Permitted
Acquisition” means any acquisition by the Company or any Domestic
Subsidiary, whether by purchase, merger or otherwise, of all or substantially
all of the assets of, all of the Equity Interests of, or a business line or unit
or a division of, any Person; provided
that:

     

    (a)           such
acquisition shall be consensual;

     

    (b)           such
acquisition shall be consummated in accordance with all Requirements of Law,
except where the failure to so comply would not reasonably be expected to have a
Material Adverse Effect;

     

    (c)           in
the case of the acquisition of Equity Interests, all of the Equity Interests
(except for any such securities in the nature of directors’ qualifying shares)
acquired or otherwise issued by such Person (or, in the case of an acquisition
of a group of companies, the parent company of such group) or any newly formed
Subsidiary of any Borrower in connection with such acquisition shall be directly
and beneficially owned 100% by the Company or any Domestic Subsidiary;
and

     

    (d)           in
the case of any acquisition in excess of $25,000,000 (whether paid in cash,
securities, the assumption of debt or otherwise), the Company shall furnish to
the Administrative Agent at least five Business Days prior to such proposed
acquisition a certificate from a Financial Officer evidencing compliance with
Section 6.06(k), together with such detailed information relating thereto as the
Administrative Agent may reasonably request to demonstrate such compliance;
and

     

     

    
      
        
        

      

      
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    provided further, that it is
understood that to the extent the assets acquired are to be included in the
Borrowing Base, due diligence in respect of such acquired assets satisfactory to
the Administrative Agent, in its Permitted Discretion, shall have been completed
prior to such inclusion.

     

    “Permitted Discretion”
means a determination made in good faith and in the exercise of reasonable (from
the perspective of a secured asset-based lender) business judgment.

     

    “Permitted
Encumbrances” means:

     

    (a)    Liens
imposed by law for Taxes, assessments or governmental charges or levies on
property that are not yet due and payable or are being contested in compliance
with Section 5.04;

     

    (b)    carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, servicemen’s and other
like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 60 days or are being
contested in compliance with Section 5.04;

     

    (c)    pledges
and deposits (including letters of credit, surety bonds and other escrowed or
trust holdings) made in the ordinary course of business in compliance with
workers’ compensation laws, unemployment, general liability and other insurance,
old age pensions and other social security or retirement benefits, or similar
laws or regulations;

     

    (d)    Liens
incurred over cash deposits and other investments to secure the performance of
bids, trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the
ordinary course of business;

     

    (e)    judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Article VII;

     

    (f)    easements,
zoning restrictions, rights-of-way and similar encumbrances or charges on real
property imposed by law or arising in the ordinary course of business that do
not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Company or any Subsidiary;
and

     

    (g)    bankers’
liens and rights of setoff arising by operation of law and contractual rights of
setoff or any contractual Liens or netting rights, in each case, in favor of the
relevant depository institutions in connection with any cash management services
provided to the Company or any of its Subsidiaries in the ordinary course of
business;

     

     

    
      
        
        

      

      
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    provided
that the term “Permitted Encumbrance” shall not include any Lien securing
Indebtedness.

     

    “Permitted Foreign
Acquisition” means any acquisition that would be a Permitted Acquisition
if each reference to “Domestic Subsidiary” in the definition of Permitted
Acquisition were replaced with a reference to “Foreign Subsidiary”.

     

    “Permitted Foreign Sale and
Leaseback Transactions” means sale and leaseback transactions with
respect to the property or assets of Foreign Subsidiaries and Foreign Holdcos
outside the United States of America.

     

    “Permitted Foreign
Securitization” means any of one or more receivables financing
facilities, as amended, supplemented, modified, extended, renewed, restated,
refunded, replaced or refinanced from time to time, the obligations of which are
non-recourse (except for Permitted Foreign Securitization Standard Undertakings)
to the Company or any Subsidiary (other than any Permitted Foreign
Securitization Subsidiary), pursuant to which the Company or any Subsidiary
sells accounts, payment intangibles and related assets or interests therein in
each case in respect of Foreign Receivables to either (a) a Person that is not a
Subsidiary or (b) a Permitted Foreign Securitization Subsidiary that in turn
sells its accounts, payment intangibles and related assets to a Person that is
not a Subsidiary.

     

    “Permitted Foreign
Securitization Repurchase Obligation” means any obligation of the Company
or any Subsidiary that is a seller of assets in a Permitted Foreign
Securitization to repurchase the assets it sold thereunder as a result of a
breach of a representation, warranty or covenant or otherwise, including as a
result of a receivable or portion thereof becoming subject to any asserted
defense, dispute, offset or counterclaim of any kind as a result of any action
taken by, any failure to take action by or any other event relating to the
seller.

     

    “Permitted Foreign
Securitization Standard Undertakings” means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary that it
has determined in good faith to be customary in financings similar to a
Permitted Foreign Securitization, including, without limitation, those relating
to the servicing of the assets of a Permitted Foreign Securitization Subsidiary,
it being understood that any Permitted Foreign Securitization Repurchase
Obligation shall be deemed to be a Permitted Foreign Securitization Standard
Undertaking.

     

    “Permitted Foreign
Securitization Subsidiary” means any Subsidiary formed solely for the
purpose of engaging, and that engages only, in one or more Permitted Foreign
Securitizations.

     

    “Permitted Non-Cash
Sales” has the meaning set forth in Section 6.04.

     

    “Permitted Other Sale and
Leaseback Transactions” means sale and leaseback transactions with
respect to the Available Collateral.

     

    “Permitted Refinancing Sale
and Leaseback Transactions” means sale and leaseback transactions with
respect to the Available Collateral, provided that all the proceeds of such
transactions are applied immediately to redeem (or make subject to cash
collateral or escrow arrangements satisfactory to the Administrative Agent
pending the redemption of) the Existing 2011 Notes and pay any premiums and any
fees and expenses incurred in connection with such redemption.

     

     

    
      
        
        

      

      
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    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Plan” means any
employee pension benefit plan (as defined in Section 3(3) of ERISA), including
any employee welfare benefit plan (as defined in Section 3(1) of ERISA), any
employee pension benefit plan (as defined in Section 3(2) of ERISA), and any
plan which is both an employee welfare benefit plan and an employee pension
benefit plan, and in respect of which any Loan Party or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA, except for any
Multiemployer Plan.

     

    “Pounds Sterling”
means the lawful money of the United Kingdom.

     

    “Prepayment Event”
means:

     

    (a) any
sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any property or asset of any Loan Party, other than dispositions
described in 6.04(a), (b), (c), (d), (e) (with respect to Permitted Refinancing
Sale and Leaseback Transactions only), (f), (h), (j), (k), (l) or
(m);

     

    (b) any
casualty or other insured damage to, or any taking under power of eminent domain
or by condemnation or similar proceeding of, any property or asset of any Loan
Party with a fair value immediately prior to such event equal to or greater than
$10,000,000; or

     

    (c) the
incurrence by any Loan Party of any Indebtedness, other than Indebtedness
permitted under Section 6.01A.

     

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

     

    “Pro Forma Basis”
means, with respect to any test hereunder in connection with any event, that
such test shall be calculated after giving effect on a pro forma basis for the
period of such calculation to (i) such event as if it happened on the first day
of such period or (ii) the incurrence of any Indebtedness by the Company or any
Subsidiary and any incurrence, repayment, issuance or redemption of other
Indebtedness of the Company or any Subsidiary occurring at any time subsequent
to the last day of the Test Period and on or prior to the date of determination,
as if such incurrence, repayment, issuance or redemption, as the case may be,
occurred on the first day of the Test Period (it being understood that, in
connection with any such pro forma calculation
prior to the delivery of financial statements for the first fiscal quarter ended
after the Effective Date, such calculation shall be made in a manner
satisfactory to the Administrative Agent in its Permitted
Discretion).

     

     

    
      
        
        

      

      
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    “Projections” has the
meaning set forth in Section 5.01(e).

     

    “Protective Advance”
has the meaning set forth in Section 2.04.

     

    “Quarterly Dates”
means the last Business Day of March, June, September and December in
each year, the first of which shall be the first such day after the date
hereof.

     

    “Register” has the
meaning set forth in Section 10.04(b).

     

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

     

    “Relevant
Jurisdiction” has the meaning set forth in Section
2.21(b)(ii).

     

    “Rent Reserve” means
with respect to any store, docking facility, bowling facility, warehouse
distribution center, regional distribution center or depot where any Inventory
subject to Liens arising by operation of law is located and with respect to
which no Collateral Access Agreement is in effect, a reserve equal to three
months’ rent at such store, warehouse, cross-docking facility, distribution
center, regional distribution center or depot.

     

    “Report” means reports
prepared by the Administrative Agent or another Person showing the results of
appraisals, field examinations or audits pertaining to the assets of any Loan
Party from information furnished by or on behalf of any Loan Party, after the
Administrative Agent has exercised its rights of inspection pursuant to this
Agreement, which Reports shall be distributed to the Lenders by the
Administrative Agent.

     

    “Required Lenders”
means, at any time, Lenders having Commitments representing more than 50% of the
Total Commitment at such time; provided that, for
purposes of declaring the Loans to be due and payable pursuant to Article VII,
and for all purposes after the Loans become due and payable pursuant to Article
VII or the Commitments expire or terminate, “Required Lenders”
means, Lenders having Credit Exposures representing more than 50% of the total
Credit Exposures at such time.

     

    “Requirement of Law”
means, as to any Person, the Certificate of Incorporation and By Laws or other
organizational or governing documents of such Person, and any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

     

    “Reserves” means Rent
Reserves, Inventory Buyback Reserves and any other reserves which the
Administrative Agent deems necessary, in its Permitted Discretion, to maintain
(including, without limitation, reserves for accrued and unpaid interest on the
Secured Obligations, reserves for consignee's, warehousemen’s and bailee’s
charges) with respect to the Collateral or any Loan Party.

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Company 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 Equity
Interests in the Company, whether
now or hereafter outstanding, or any option, warrant or other right to
acquire any such Equity Interests in the Company; provided, however, that any
payments or issuances pursuant to Section 6.05(g) or (h) or the 2005 Elective
Deferred Incentive Compensation Plan shall not constitute Restricted
Payments.

     

     

    
      
        
        

      

      
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    “Revolving”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
constituting such Borrowing, are made pursuant to Section 2.01.

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.

     

    “SEC” means the United
States Securities and Exchange Commission, together with any successor agency
responsible for the administration and enforcement of the Securities Act of
1933, as amended from time to time, and the Exchange Act.

     

    “Secured Obligations”
means the Borrower Obligations and the Guaranteed Obligations.

     

    “Secured Party” means
any of the Agents, the Lenders (and, in the case of any Specified Swap or
Banking Services Agreement, Affiliates of Lenders) and the Issuing Lenders, as
well as any other holder of a Secured Obligation.

     

    “Securities Account Control
Agreement” means,
individually and collectively, each "Securities Account Control Agreement"
referred to in the Security Agreement.

     

    “Security Agreement”
means that certain Pledge and Security Agreement, dated as of the date hereof,
between the Loan Parties party thereto and the Administrative Agent, for the
benefit of the Secured Parties, and any other pledge or security agreement
entered into, after the date of this Agreement by any other Loan Party (as
required by this Agreement or any other Loan Document for the purpose of
creating a Lien on the property of any Loan Party), or any other Person, as the
same may be amended, restated or otherwise modified from time to
time.

     

    “Settlement” has the
meaning set forth in Section 2.05(d).

     

    “Settlement Date” has
the meaning set forth in Section 2.05(d).

     

    “Specified Accounts”
means Accounts owing by Account Debtors identified to and approved by the
Administrative Agent in its Permitted Discretion and which are not unpaid more
than 35 days after the date of the original invoice therefor.

     

    “Specified Change of
Control” means a “Change of Control” (or other defined term having a
similar purpose) as defined in the Existing Notes or in any document governing
any refinancing thereof.

     

    “Specified Swap or Banking
Services Agreement” means a Swap Agreement or agreement with respect to
Banking Services with respect to which at or prior to the time that such Swap
Agreement is executed or such Banking Services are engaged, each of the Company
and the Lender party thereto or its Affiliate (other than JPMCB or any of its
Affiliates) shall have delivered a written notice to the Administrative Agent
that such transaction has been or will be entered into and that the resulting
Swap Obligation or Banking Services Obligation constitutes a Borrower Obligation
entitled to the benefits of the Collateral Documents (it being understood that
the Company may provide the Administrative Agent with a general, rather than
transaction specific, notice to that effect); provided, however, that with
respect to Banking Services or Swap Agreements in existence as of the Effective
Date, such written notice may be delivered by the Company and the Lender party
thereto or its Affiliate within 30 days of the Effective Date.

     

     

    
      
        
        

      

      
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    “Statutory Reserve
Rate” means, for the Interest Period for any Eurocurrency Borrowing, a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the arithmetic
mean, taken over each day in such Interest Period, of the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board to which
the Administrative Agent is subject for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such
reserve percentages shall include those imposed pursuant to such
Regulation D.  Eurocurrency Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in any reserve
percentage.

     

    “Subordinated
Indebtedness” of any Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Secured Obligations to the
written satisfaction of the Administrative Agent.

     

    “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held.  Unless otherwise specified, “Subsidiary”
means a Subsidiary of the Company.

     

    “Subsidiary Borrower”
means (a) each wholly-owned Domestic Subsidiary of the Company that is
listed under the caption “Subsidiary Borrowers” on the signature
pages hereof and (b) each other wholly-owned Domestic Subsidiary of
the Company that shall become a Subsidiary Borrower pursuant to
Section 2.21, in each case so long as such Subsidiary shall remain a
Subsidiary Borrower hereunder. 

     

    “Supermajority
Lenders” means, at any time, Lenders having Credit Exposure and unused
Commitments representing at least 66 2/3% of the sum of the total Credit
Exposure and unused Commitments at such time.

     

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

     

     

    
      
        
        

      

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

     

    “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any time
shall be its Applicable Percentage of the total Swingline Exposure at such
time.

     

    “Swingline Lender”
means JPMCB, in its capacity as the lender of Swingline Loans hereunder, and its
successors and assigns in such capacity.

     

    “Swingline Loan” means
a Loan made pursuant to Section 2.05.

     

    “Syndication Agents”
means, individually and collectively, JPMCB and The Royal Bank of Scotland PLC,
in their capacity as Syndication Agents.

     

    “2007 10-K” has the
meaning set forth in Section 3.04(b).

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions or
withholdings, assessments, fees or other charges imposed by any Governmental
Authority including any interest, additions to tax or penalties applicable
thereto.

     

    “Termination Letter”
has the meaning set forth in Section 2.21(c).

     

    “Test Period” means
the most recent period of four consecutive fiscal quarters of the Company ended
on or prior to such time (taken as one accounting period) in respect of which
financial statements for each quarter or fiscal year in such period have been
(or were required to be) delivered pursuant to Section 5.01(a) or 5.01(b), as
applicable.

     

    “3Q-2008 10-Q” has the
meaning set forth in Section 3.04(b).

     

    “Total Assets” means,
at any date, the amount that would, in conformity with GAAP, be set forth
opposite the caption “total assets” (or any like caption) on a consolidated
balance sheet of the Company and the Subsidiaries.

     

    “Total Commitment”
means, at any time, the aggregate amount of the Commitments as in effect at such
time.

     

    “Transactions” means
the execution, delivery and performance by the Company, each Subsidiary Borrower
and each other Loan Party of this Agreement and the other Loan Documents, the
creation of the Liens in the Collateral in favor of the Administrative Agent,
the borrowing of Loans and other credit extensions, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

     

     

    
      
        
        

      

      
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    “Trigger Date” means
the date that the Administrative Agent shall have received and be satisfied in
its Permitted Discretion with the Inventory appraisals, field exams and third
party confirmatory collateral diligence reports in respect of Inventory
specified by the Administrative Agent prior to the Effective Date and performed
by the appraisers specified by the Administrative Agent prior to the Effective
Date, which date is December 19, 2007.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted Eurocurrency Rate or the Alternate Base Rate.

     

    “Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it; (ii) any other
obligation (including any Guarantee) that is contingent in nature at such time;
or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.

     

    “U.S. Tax Compliance
Certificate” has the meaning set forth in Section 2.17(f).

     

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

     

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

     

    SECTION 1.03    Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  The
word “will” shall be construed to have the same meaning and effect as the word
“shall”.  Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.  References to the “date hereof” and
similar locations shall mean the date of the amendment and restatement
hereof.

     

     

    
      
        
        

      

      
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    SECTION 1.04    Accounting Terms; GAAP;
Fiscal Year.  Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time;  provided that, if the Company
notifies the Administrative Agent that the Company requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or any change in the application of GAAP on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.  In the event that historical
accounting practices, systems or reserves relating to the components of the
Borrowing Base are modified in a manner that is adverse to the Lenders in any
material respect, the Borrowers will give the Administrative Agent prompt
written notice thereof.  To enable the ready and consistent
determination of compliance with the covenants set forth in Article VI, the
Company will not change its fiscal year from a fiscal year consisting of four
fiscal quarters ending on December 31, each fiscal quarter of which is
comprised of three fiscal months consisting of a first fiscal month of four
calendar weeks, a second fiscal month of four calendar weeks and a third fiscal
month of five calendar weeks.

     

    ARTICLE II 

     

    THE
CREDITS

     

    SECTION 2.01    The
Commitments.

     

    (a)    Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans in Dollars to the Company and the Subsidiary Borrowers from time
to time during the Availability Period if after giving effect
thereto:

     

    (i)    such
Lender’s Credit Exposure would not exceed such Lender’s Commitment;
and

     

    (ii)    the total
Credit Exposures would not exceed the lesser of (x) the Total Commitment and (y)
the Borrowing Base.

     

    (b)    Within
the foregoing limits and subject to the terms and conditions set forth herein,
each Borrower may borrow, prepay and reborrow its Revolving Loans.

     

     

    
      
        
        

      

      
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    SECTION 2.02    Loans and
Borrowings.

     

    (a)    Obligations of
Lenders.  Each Revolving Loan to the Company or any Subsidiary
Borrower shall be made as part of a Borrowing comprised of Loans of the same
Type made by the Lenders ratably in accordance with their respective
Commitments.  Each Protective Advance and Swingline Loan shall be made in
accordance with Sections 2.04 and 2.05, respectively.  The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided  that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.

     

    (b)    Type of Loans. 
Subject to Section 2.14 each Revolving Borrowing by the Company or any
Subsidiary Borrower shall be comprised entirely of ABR Loans or of
Eurocurrency Loans denominated in Dollars as the relevant Borrower may request
in accordance herewith.  Each Swingline Loan shall be an ABR Loan. 
Each ABR Loan (whether a Revolving Loan or a Swingline Loan) shall be
denominated in Dollars.

     

    Each
Lender at its option may make any Eurocurrency Loan by causing any U.S. or
non-U.S. branch or any Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the relevant Borrower
to repay such Loan in accordance with the terms of this Agreement.

     

    (c)    Minimum Amounts; Limitation
on Number of Borrowings.  Each Revolving Eurocurrency Borrowing
shall be in an aggregate amount of $5,000,000 or a larger multiple of
$1,000,000.  Each Revolving ABR Borrowing shall be in an aggregate
amount equal to $2,500,000 or a larger multiple of $500,000; provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Total Commitment or that is required to finance the
reimbursement of an LC Disbursement as contemplated by
Section 2.06(f).  Each Swingline Loan shall be in an aggregate amount
that is an integral multiple of $250,000 and not less than
$250,000.  Borrowings of more than one Class and Type may be
outstanding at the same time; provided  that
there shall not at any time be more than a total of ten Revolving Eurocurrency
Borrowings outstanding.

     

    (d)    Limitations on Interest
Periods.  Notwithstanding any other provision of this Agreement,
neither the Company nor any other Borrower shall be entitled to request (or to
elect to convert to or continue as a Revolving Eurocurrency Borrowing) any
Borrowing if the Interest Period requested therefor would end after the
Commitment Termination Date.

     

    SECTION 2.03    Requests for Revolving
Borrowings.

     

    (a)    Borrowing
Requests.  To request a Revolving Borrowing, the Company (on behalf
of itself or the relevant Borrower) or the relevant Borrower shall notify the
Administrative Agent of such request by telephone:

     

    (i)     in the
case of a Revolving Eurocurrency Borrowing by the Company or any Subsidiary
Borrower, not later than 11:00 a.m., New York City time, three Business
Days before the date of the proposed Borrowing; or

     

     

    
      
        
        

      

      
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    (ii)    in the
case of an ABR Borrowing by the Company or any Subsidiary Borrower, not
later than 11:00 a.m., New York City time, on the date of the proposed
Borrowing.

     

    Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
facsimile  to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Company (on
behalf of itself or the relevant Borrower) or the relevant
Borrower.

     

    (b)    Content of Borrowing
Requests.  Each telephonic and written Borrowing Request shall
specify the following information in compliance with Sections 2.01 and
2.02:

     

    (i)     the name
of the relevant Borrower;

     

    (ii)    the
aggregate amount of the requested Borrowing;

     

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

     

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

     

    (v)    in the
case of a Revolving Eurocurrency Borrowing, the initial Interest Period
therefor, which shall be a period contemplated by the definition of the term
“Interest Period” and permitted under Section 2.02(d); and

     

    (vi)   the
location and number of the relevant Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of
Section 2.07.

     

    (c)    Notice by Administrative
Agent; Determination of Lender Ratable Shares. Promptly following receipt
of a Borrowing Request for a Borrowing by the Company or a Subsidiary Borrower
in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing.

     

    (d)    Failure to
Elect.  With respect to any Borrowing Request in respect of a
Revolving Borrowing by the Company or any Subsidiary Borrower:

     

    (A) if no
election as to the Type of such Revolving Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing; and

     

    (B)    if no
Interest Period is specified with respect to any requested Revolving
Eurocurrency Borrowing,  the applicable Borrower shall be deemed to have
requested an ABR Borrowing.

     

    SECTION 2.04    Protective
Advances.  (a)    Subject to the
limitations set forth below, the Administrative Agent is authorized by the
Borrowers and the Lenders, from time to time in the Administrative Agent’s sole
discretion (but shall have absolutely no obligation), to make Loans to the
Company, on behalf of all Lenders, which the Administrative Agent, in its
Permitted Discretion, deems necessary or desirable (i) to preserve or protect
the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Borrower Obligations,
or (iii) to pay any other amount chargeable to or required to be paid by any of
the Borrowers pursuant to the terms of this Agreement, including payments of
reimbursable expenses (including costs, fees, and expenses as described in
Section 10.03) and other sums payable under the Loan Documents (any of such
Loans are herein referred to as “Protective Advances”); provided that, the
aggregate amount of Protective Advances outstanding at any time shall not (x) at
any time exceed $20,000,000 or (y) when added to the total Credit Exposure,
exceed the Total Commitment.  Protective Advances may be made even if
the conditions precedent set forth in Section 4.02 have not been
satisfied.  The Protective Advances shall be secured by the Liens in
favor of the Administrative Agent (for the benefit of the Secured Parties) in
and to the Collateral and shall constitute Borrower Obligations
hereunder.  All Protective Advances shall be ABR
Borrowings.  The Administrative Agent’s authorization to make
Protective Advances may be revoked at any time by the Required
Lenders.  Any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt
thereof.  At any time that the conditions precedent set forth in
Section 4.02 have been satisfied, the Administrative Agent may request the
Revolving Lenders to make a Revolving Loan to repay a Protective
Advance.  At any other time the Administrative Agent may require the
Lenders to fund their risk participations described in Section
2.04(b).

     

     

    
      
        
        

      

      
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    (b)    Upon the
making of a Protective Advance by the Administrative Agent (whether before or after
the occurrence of a Default), each Lender shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably purchased
from the Administrative Agent without recourse or warranty, an undivided
interest and participation in such Protective Advance in proportion to its
Applicable Percentage.  From and after the date, if any, on which any
Lender is required to fund its participation in any Protective Advance purchased
hereunder, the Administrative Agent shall promptly distribute to such Lender,
such Lender’s Applicable Percentage of all payments of principal and interest
and all proceeds of Collateral received by the Administrative Agent in respect
of such Protective Advance.

     

    SECTION 2.05    Swingline
Loans.

     

    (a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans in Dollars to any Borrower from time to time during the
Availability Period if, after giving effect thereto:

     

    (i) the
aggregate principal amount of all outstanding Swingline Loans would not exceed
$25,000,000; and

     

    (ii) the sum
of the total Credit Exposures would not exceed the lesser of (x) the Total
Commitment and (y) the Borrowing Base;

     

    provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan.  Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Swingline Loans.

     

     

    
      
        
        

      

      
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    (b)    To
request a Swingline Loan, the Company (on behalf of itself or, if applicable,
the relevant Borrower) or the relevant Borrower shall notify the Administrative
Agent of such request by telephone (confirmed by facsimile), not later than
1:00 p.m., New York City time, on the day of a proposed Swingline
Loan.  Each such notice shall be irrevocable and shall
specify:

     

    (i)     the name
of the relevant Borrower;

     

    (ii)    the date
of the requested Swingline Loan (which shall be a Business Day);

     

    (iii)   the
amount of such Swingline Loan; and

     

    (iv)   the
location and number of such Borrower’s account to which funds are to be
disbursed. The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from the Company or the relevant Borrower.  The
Swingline Lender shall make each Swingline Loan available to the relevant
Borrower in accordance with such request (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(f), by remittance to the relevant Issuing Lender) by
3:00 p.m., New York City time, on the requested date of such
Swingline Loan.

     

    (c)    The
Swingline Lender may by written notice given to the Administrative Agent not
later than 12:00 noon, New York City time, on any Business Day
require the Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding.  Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. 
Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Lender, specifying in such notice such Lender’s Applicable
Percentage of such Swingline Loan or Loans.  Each Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans.  Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders.  The Administrative Agent shall notify the Company of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender.  Any amounts received
by the Swingline Lender from the relevant Borrower (or other party on behalf of
such Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the relevant Borrower for any reason.  The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the relevant Borrower of any default in the payment
thereof.

     

     

    
      
        
        

      

      
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    (d)    The
Administrative Agent, on behalf of the Swingline Lender, shall request
settlement (a “Settlement”) with the
Lenders on at least a weekly basis or on any earlier date that the
Administrative Agent elects, by notifying the Lenders of such requested
Settlement by facsimile, telephone, or e-mail no later than 12:00 noon New York
City time on the date of such requested Settlement (the “Settlement
Date”).  Each Lender (other than the Swingline Lender, in the
case of the Swingline Loans) shall transfer the amount of such Lender’s
Applicable Percentage of the outstanding principal amount of the applicable Loan
with respect to which Settlement is requested to the Administrative Agent, to
such account of the Administrative Agent as the Administrative Agent may
designate, not later than 2:00 p.m., New York City time, on such Settlement
Date.  Settlements may occur during the existence of a Default and
whether or not the applicable conditions precedent set forth in Section 4.02
have then been satisfied.  Such amounts transferred to the
Administrative Agent shall be applied against the amounts of the Swingline
Lender’s Swingline Loans and, together with Swingline Lender’s Applicable
Percentage of such Swingline Loan, shall constitute Revolving Loans of such
Lenders, respectively.  If any such amount is not transferred to the
Administrative Agent by any Lender on such Settlement Date, the Swingline Lender
shall be entitled to recover such amount on demand from such Lender together
with interest thereon as specified in Section 2.07.

     

    SECTION 2.06    Letters of
Credit.

     

    (a)    General. 
Subject to the terms and conditions set forth herein, in addition to the Loans
provided for herein, from time to time during the Availability Period, a
Borrower may request any Issuing Lender to issue Letters of Credit denominated
in Dollars or an Alternative Currency for the account of such
Borrower.  Each Letter of Credit shall be in such form as shall be
acceptable to the Administrative Agent and the relevant Issuing Lender in its
reasonable determination.  Letters of Credit issued hereunder, including
the Dollar Equivalent of Letters of Credit denominated in any Alternative
Currency, shall constitute utilization of the Commitments.

     

    (b)    Notice of Issuance,
Amendment, Renewal or Extension.  To request the issuance of a
Letter of Credit (or the amendment, renewal or extension of an outstanding
Letter of Credit), a Borrower shall deliver by hand or facsimile (or transmit by
electronic communication, if arrangements for doing so have been approved by the
relevant Issuing Lender of such Letter of Credit) to such Issuing Lender and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (d) of this Section), the amount
and currency of such Letter of Credit, the name of the account party (which
shall be a Borrower or a Subsidiary and a Borrower as co-applicants), the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit.  If
requested by such Issuing Lender, such Borrower also shall submit a letter of
credit application on such Issuing Lender’s standard form in connection with any
request for a Letter of Credit.  In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by a Borrower
to, or entered into by a Borrower with, any Issuing Lender relating to any
Letter of Credit, the terms and conditions of this Agreement shall
control.

     

     

    
      
        
        

      

      
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    (c)    Limitations on
Amounts.  A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the relevant Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregate LC Exposure shall not exceed the LC Commitment, (ii)
if denominated in any Alternative Currency, the aggregate LC Exposure in any
Alternative Currency shall not exceed the Dollar Equivalent of $15,000,000, and
(iii) the sum of the total Credit Exposures would not exceed the lesser of (x)
the Borrowing Base and (y) the Total Commitment.

     

    (d)    Expiration
Date.  No Letter of Credit shall have a stated expiry date that is
later than the close of business on the earlier of (i) the date twelve
months after the date of the issuance of such Letter of Credit (or, in the case
of any renewal or extension thereof, twelve months after the then-current
expiration date of such Letter of Credit, so long as such renewal or extension
occurs within three months of such then-current expiration date) and
(ii) the date that is five Business Days prior to the Commitment
Termination Date.

     

    (e)    Participations. 
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) by the Issuing Lender, and without any further
action on the part of the Issuing Lender of such Letter of Credit or the
Lenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby
acquires from such Issuing Lender a participation in such Letter of Credit equal
to such Lender’s Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit.  Each Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction
whatsoever.

     

    In
consideration and in furtherance of the foregoing, each relevant Lender hereby
absolutely and unconditionally agrees, upon receipt of a notice as provided for
in the final paragraph of Section 2.06(f), to pay to the Administrative Agent,
for the account of the relevant Issuing Lender of each Letter of Credit such
Lender’s Applicable Percentage of the amount of each LC Disbursement, or the
Dollar Equivalent of the amount of each LC Disbursement made in an Alternative
Currency, made by such Issuing Lender promptly upon the request of such Issuing
Lender at any time from the time of such LC Disbursement until such
LC Disbursement is reimbursed by the relevant Borrower or at any time after
any reimbursement payment is required to be refunded to such Borrower for any
reason.  Such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.  Each such payment shall be made in
the same manner as provided in Section 2.07 with respect to Loans made by
such Lender (and Section 2.07 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the relevant Issuing Lender the amounts so received by it from
the Lenders.  Promptly following receipt by the Administrative Agent of any
payment from the relevant Borrower pursuant to the next following paragraph, the
Administrative Agent shall distribute such payment to such Issuing Lender or, to
the extent that the Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as
their interests may appear.  Any payment made by a Lender pursuant to this
paragraph to reimburse an Issuing Lender for any LC Disbursement shall not
constitute a Loan and shall not relieve the relevant Borrower of its obligation
to reimburse such LC Disbursement.

     

     

    
      
        
        

      

      
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    (f)    Reimbursement. 
If an Issuing Lender shall make any LC Disbursement in respect of a Letter
of Credit, the relevant Borrower shall reimburse such Issuing Lender in respect
of such LC Disbursement by paying to the Administrative Agent an amount
equal to such LC Disbursement not later than 12:00 noon, New York City
time, on (i) the Business Day that the relevant Borrower receives notice
that such LC Disbursement has been made, if such notice is received prior
to 10:00 a.m., New York City time, or (ii) the Business Day
immediately following the day that the relevant Borrower receives such notice,
if such notice is not received prior to such time; provided that the
relevant Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or Section 2.05 that such payment be
financed with all or any portion of a Revolving ABR Borrowing or a
Swingline Loan, as applicable, in an amount permitted under
Section 2.02(c) (in the event that such LC Disbursement was made in an
Alternative Currency, such Borrowing Request shall be for the Dollar Equivalent
of the amount of such LC Disbursement) and, to the extent so financed, the
relevant Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting Revolving ABR Borrowing or Swingline Loan (or the
applicable portion thereof).  Each such payment shall be made to the
Issuing Lender in the currency in which such Letter of Credit is denominated
(except that, in the case of any Letter of Credit denominated in an Alternative
Currency, in the event that such payment is not made to the Issuing Lender
within three Business Days of the date of receipt by the relevant Borrower of
such notice, upon notice by the Issuing Lender to the Borrower, such payment
shall be made in Dollars, in an amount equal to the Dollar Equivalent of the
amount of such payment) and in immediately available funds.  Any
conversion by the Issuing Lender of any payment to be made by a Borrower in
respect of any Letter of Credit denominated in an Alternative Currency into
Dollars in accordance with this Section 2.06(f) shall be conclusive and binding
upon such Borrower and the Lenders in the absence of manifest error; provided that upon
the request of any Lender, the Issuing Lender shall provide to such Lender a
certificate including reasonably detailed information as to the calculation of
such conversion.  If the Borrower’s
reimbursement of, or obligation to reimburse, any amounts in any Alternative
Currency would subject the Administrative Agent, the applicable Issuing Lender
or any Lender to any duty, charge or stamp duty, ad valorem charge or similar
tax that would not be payable if such reimbursement were made or required to be
made in Dollars, the Borrower shall pay the amount of any such duty, charge or
tax requested by the Administrative Agent, the relevant Issuing Lender or
Lender.

     

     

    
      
        
        

      

      
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    If any
Borrower fails to make payment when due in respect of any LC Disbursement
relating to a Letter of Credit issued for its account, the Administrative Agent
shall notify each Lender of the applicable LC Disbursement, the payment
then due from such Borrower and such Lender’s Applicable Percentage
thereof.

     

    (g)    Obligations
Absolute.  Each Borrower’s obligations to reimburse
LC Disbursements as provided in Section 2.06(f) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any Issuing Lender under a Letter of Credit
against presentation of a draft or other document that does not comply strictly
with the terms of such Letter of Credit, (iv) at any time or from time to
time, without notice to any Borrower or any other Person, the time for any
performance of or compliance with any of such reimbursement obligations of any
other Borrower shall be waived, extended or renewed, (v) any of such
reimbursement obligations of any other Borrower shall be amended or otherwise
modified in any respect, or the Guarantee of any of such reimbursement
obligations or any security therefor shall be released, substituted or exchanged
in whole or in part or otherwise dealt with, (vi) any lien or security
interest granted to, or in favor of, the Administrative Agent or any of the
Lenders as security for any of such reimbursement obligations shall fail to be
perfected, (vii) the occurrence of any Default, (viii) the existence
of any proceedings of the type described in Section 7(g) or (h) with
respect to any other Loan Party, (ix) any lack of validity or
enforceability of any of such reimbursement obligations against any other Loan
Party, or (x) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the obligations of any Borrower hereunder.

     

    Neither
the Administrative Agent, the Lenders nor the Issuing Lenders, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit by the Issuing
Lender thereof or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Lender of such Letter of Credit; provided that the
foregoing shall not be construed to excuse such Issuing Lender from liability to
any Borrower or to any Lender which has funded its participation hereunder in
such Letter of Credit to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the Loan
Parties and the Lenders to the extent permitted by applicable law) suffered by
any Borrower or any such Lender, as the case may be, that are caused by such
Issuing Lender’s failure to exercise the standard of care agreed hereunder to be
applicable when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof.  The parties hereto
expressly agree that such standard of care shall be as follows, and that such
Issuing Lender shall be deemed to have exercised such standard of care in the
absence of gross negligence or willful misconduct on its part (as determined by
a court of competent jurisdiction by final and nonappealable
judgment):

     

     

    
      
        
        

      

      
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    (i)    an
Issuing Lender of a Letter of Credit may accept documents that appear on their
face to be in substantial compliance with the terms of such Letter of Credit
without responsibility for further investigation, regardless of any notice or
information to the contrary, and may make payment upon presentation of documents
that appear on their face to be in substantial compliance with the terms of such
Letter of Credit; and

     

    (ii)   an
Issuing Lender of a Letter of Credit shall have the right, in its sole
discretion, to decline to accept such documents and to make such payment if such
documents are not in strict compliance with the terms of such Letter of
Credit.

     

    (h)    Disbursement
Procedures.  Upon presentation of documents with respect to a demand
for payment under a Letter of Credit, each Issuing Lender in respect of such
Letter of Credit shall (i) promptly notify the Administrative Agent, the
Company and (if different) the relevant Borrower by telephone (confirmed by
facsimile) of such demand for payment, (ii) promptly following its receipt
of such documents, examine all documents purporting to represent a demand for
payment under a Letter of Credit and (iii) promptly after such examination
notify the Administrative Agent, the Company and (if different) the relevant
Borrower by telephone (confirmed by facsimile) whether the Issuing Lender has
made or will make an LC Disbursement under such Letter of Credit; provided that any
failure to give or delay in giving any such notice shall not relieve such
Borrower of its obligation to reimburse such Issuing Lender and the Lenders with
respect to any such LC Disbursement.

     

    (i)    Interim
Interest.  If any Issuing Lender shall make any
LC Disbursement, then, unless the relevant Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the
unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to, but excluding, the date that such
Borrower reimburses such LC Disbursement, (i) in the case of LC
Disbursements made in Dollars, at the rate per annum then applicable to
Revolving ABR Loans and (ii) in the case of LC Disbursements made in an
Alternative Currency, at the overnight London interbank offered rate for the
relevant Alternative Currency determined by the Administrative Agent in good
faith plus the rate per annum then applicable to Eurocurrency Borrowings; provided that, if
such Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.06(f), then Section 2.13(c) shall apply.  In the
case of LC Disbursements made in an Alternative Currency, the amount of interest
due with respect thereto shall be payable in the applicable Alternative
Currency; provided that, if the
Borrower’s payment obligation with respect to a LC Disbursement made in an
Alternative Currency has been converted pursuant to Section 2.06(f) into an
obligation to pay the Dollar Equivalent of such amount, then interest payable
thereon shall be payable in Dollars in the amount equal to the Dollar Equivalent
thereof.  Interest accrued pursuant to this paragraph shall be for the
account of such Issuing Lender, except that interest accrued on and after the
date of payment by any Lender pursuant to Section 2.06(e) to reimburse such
Issuing Lender shall be for the account of such Lender to the extent of such
payment.

     

    (j)    Additional Issuing Lenders;
Termination of Issuing Lenders.  An Issuing Lender may be added, or
an existing Issuing Lender may be terminated, under this Agreement at any time
by written agreement between the Company, the Administrative Agent and the
relevant Issuing Lender.  The Administrative Agent shall notify the Lenders
of any such addition or termination.  At the time any such termination
shall become effective, the Borrowers shall pay all unpaid fees accrued for the
account of the Issuing Lender being terminated pursuant to
Section 2.12(b)(i).  From and after the effective date of any such
addition, the new Issuing Lender shall have all the rights and obligations of an
Issuing Lender under this Agreement with respect to Letters of Credit to be
issued thereafter.  References herein to the term “Issuing Lender” shall be
deemed to refer to each new Issuing Lender or to any previous Issuing Lender, or
to such new Issuing Lender and all previous Issuing Lenders, as the context
shall require.  After the termination of an Issuing Lender hereunder,
the terminated Issuing Lender shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Lender under this Agreement
with respect to any outstanding Letters of Credit issued by it prior to such
termination, but shall not be required to issue any new Letters of Credit or to
renew or extend any such outstanding Letters of Credit.

     

     

    
      
        
        

      

      
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    (k)    Cash
Collateralization.  If either (i) an Event of Default shall have
occurred and be continuing and the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing more than 50%
of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph or (ii) any of the other provisions of this Agreement
require cash collateralization, the Company shall immediately deposit into an
account established and maintained on the books and records of the
Administrative Agent, which account may be a “securities account” (within the
meaning of Section 8-501 of the Uniform Commercial Code as in effect in the
State of New York), in the name of the Administrative Agent and for the benefit
of the Secured Parties (the “LC Collateral
Account”), an amount in immediately available funds in Dollars equal to
105% of the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the
obligation to deposit such amount shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default described in
clause (h) or (i) of Article VII; provided, further, that the
portions of such amount attributable to undrawn Letters of Credit issued in an
Alternative Currency shall be deposited in the relevant Alternative
Currency.  Such deposits shall be held by the Administrative Agent as
collateral for the LC Exposure under this Agreement and for the payment and
performance of the Secured Obligations, and for this purpose the Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over the LC Collateral Account, the LC Collateral Account shall
be subject to a Deposit Account Control Agreement, as applicable, and each
Borrower hereby grants a security interest to the Administrative Agent for the
benefit of the Secured Parties in the LC Collateral Account and in any financial
assets (as defined in the Uniform Commercial Code) or other property held
therein.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent (in accordance with its usual and customary practices
for investments of this type) and at the Borrower’s risk and reasonable expense,
such deposits shall not bear interest.  Interest or profits, if any,
on such investments shall accumulate in the LC Collateral
Account.  Moneys and financial assets in the LC Collateral Account
shall be applied by the Administrative Agent to reimburse the applicable Issuing
Lender for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrowers for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing more than 50% of the total LC Exposure),
be applied to satisfy other Secured Obligations.  The Administrative
Agent shall cause all such cash collateral (to the extent not applied as
aforesaid) to be returned to the Company within three Business Days after
(A) in the case of clause (i) above, the applicable Event of Default
shall have been cured or waived (so long as no other Event of Default has
occurred and is continuing at such time) or (B) in the case of clause
(ii) above, such cash collateral shall no longer be required pursuant to
the applicable provision hereof.

     

     

    
      
        
        

      

      
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    (l)    Existing Letters of
Credit.  Each of the letters of credit listed on Schedule
2.06(l) shall automatically, and without any action on the part of any Person,
be deemed a Letter of Credit issued and continued hereunder as of the Effective
Date.

     

    (m)    Dollar Equivalent
Determination.  The Administrative Agent shall determine the
Dollar Equivalent of the LC Exposure with respect to Letters of Credit
denominated in an Alternative Currency as of the end of each fiscal quarter of
the relevant Borrower.  If after giving effect to any such
determination of the Dollar Equivalent of such LC Exposure, the LC Exposure
exceeds 105% of the LC Commitment, the Borrower shall, within five Business Days
of receipt of notice thereof from the Administrative Agent setting forth such
calculation in reasonable detail, deposit cash collateral in the LC Collateral
Account pursuant to Section 2.06 in an amount equal to such excess.

     

    (n)    Reporting.  Unless
otherwise requested by the Administrative Agent, each Issuing Lender shall (i)
provide to the Administrative Agent copies of any notice received from any
Borrower pursuant to Section 2.06(b) no later than the Business Day after
receipt thereof and (ii) report in writing to the Administrative Agent (A) on
the first Business Day of each week, the activity for each day during the
immediately preceding week in respect of Letters of Credit issued by it,
including all issuances, extensions, amendments and renewals, all expirations
and cancellations and all disbursements and reimbursements, (B) on or prior to
each Business Day on which such Issuing Lender expects to issue, amend, renew or
extend any Letter of Credit, the date of such issuance, amendment, renewal or
extension, whether such Letter of Credit is a trade, financial or performance
Letter of Credit, and the aggregate face amount of the Letters of Credit to be
issued, amended, renewed or extended by it and outstanding after giving effect
to such issuance, amendment, renewal or extension (and whether the amount
thereof changed), and no Issuing Lender shall be permitted to issue, amend,
renew or extend such Letter of Credit without first obtaining written
confirmation from the Administrative Agent that such issuance, amendment,
renewal or extension is then permitted by the terms of this Agreement, (C) on
each Business Day on which such Issuing Lender makes any LC Disbursement, the
date of such LC Disbursement and the amount and currency of such LC Disbursement
and (D) on any other Business Day, such other information as the Administrative
Agent shall reasonably request, including but not limited to prompt verification
of such information as may be requested by the Administrative
Agent.

     

    SECTION 2.07    Funding of
Borrowings.

     

    (a)    Funding by
Lenders.  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 1:00 p.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided  that
Swingline Loans shall be made available as provided in Section 2.05. 
The Administrative Agent will make such Loans available to the relevant Borrower
by promptly crediting the amounts so received, in like funds, to an account of
such Borrower designated by such Borrower in the applicable Borrowing Request;
provided that
(i) Revolving ABR Borrowings made to finance the reimbursement of an
LC Disbursement as provided in Section 2.06(f) shall be remitted by
the Administrative Agent to the relevant Issuing Lender and (ii) a Protective
Advance shall be retained by the Administrative Agent.

     

     

    
      
        
        

      

      
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    (b)    Presumption by the
Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding
amount.  In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the relevant
Lender and the Borrowers agree (jointly and severally with each other Borrower,
but severally and not jointly with the applicable Lenders) to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate
or (ii) in the case of such Borrower, the interest rate applicable to
ABR Loans.  If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.  With respect to any share of a Borrowing not made available by
a Lender as contemplated above, if such Lender subsequently pays its share of
such Borrowing to the Administrative Agent, then the Administrative Agent shall
promptly repay any corresponding amount paid by the relevant Borrower to the
Administrative Agent as provided in this paragraph (including interest thereon
to the extent received by the Administrative Agent); provided that such
repayment to such Borrower shall not operate as a waiver or any abandonment of
any rights or remedies of such Borrower with respect to such
Lender.

     

    SECTION 2.08    Interest
Elections.

     

    (a)    Elections by the Borrowers
for Revolving Borrowings.  The Loans constituting each Revolving
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Revolving Eurocurrency Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. 
Thereafter, the relevant Borrower may elect to convert such Borrowing to a
Borrowing of a different Type or to continue such Borrowing as a Borrowing of
the same Type and, in the case of a Revolving Eurocurrency Borrowing, may elect
the Interest Period therefor, all as provided in this Section.  A Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
relevant Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. 
This Section shall not apply to Swingline Borrowings or Protective
Advances, which may not be converted or continued.

     

     

    
      
        
        

      

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

     

    (c)    Content of Interest Election
Requests.  Each telephonic and written Interest Election Request
shall specify the following information in compliance with
Section 2.02:

     

    (i)     the
Borrower and the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to
clauses (iii) and (iv) of this paragraph shall be specified
for each resulting Borrowing);

     

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

     

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

     

    (iv)   if the
resulting Borrowing is a Eurocurrency Borrowing, the Interest Period therefor
after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period” and permitted under
Section 2.02(d).

     

    If any
such Interest Election Request requests a Eurocurrency Borrowing but does not
specify an Interest Period, then the Borrowers shall be deemed to have requested
an ABR Borrowing.

     

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

     

    (e)    Failure to Elect; Events of
Default.  If the Company or the relevant Subsidiary Borrower fails
to deliver a timely and complete Interest Election Request with respect to a
Revolving Eurocurrency Borrowing by a Borrower prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing.  Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Company and the relevant
Borrower, then, so long as an Event of Default is continuing (A) no
outstanding Revolving Borrowing may be converted to or continued as a Revolving
Eurocurrency Borrowing and (B) unless repaid, each Revolving Eurocurrency
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

     

     

    
      
        
        

      

      
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    SECTION 2.09    Termination and
Reduction of the Commitments.

     

    (a)    Scheduled
Termination.  Unless previously terminated, the Commitments shall
terminate on the Commitment Termination Date.

     

    (b)    Voluntary Termination or
Reduction.  The Company may at any time terminate, or from time to
time reduce, the Commitments; provided that
(i) each reduction of the Commitments shall be in an amount that is
$25,000,000 or a larger multiple of $5,000,000; and (ii) the Company shall
not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with
Section 2.11, the sum of the Credit Exposures would exceed the lesser of
(x) the Total Commitment and (y) the Borrowing Base.

     

    (c)    Notice of Voluntary
Termination or Reduction.  The Company shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof.  Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof.  Each notice delivered by the Company pursuant to this
Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Company may state that
such notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.

     

    (d)    Effect of Termination or
Reduction.  Any termination or reduction of the Commitments shall be
permanent.  Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

     

    SECTION 2.10    Repayment of Loans;
Evidence of Debt.

     

    (a)    Repayment.

     

    (i)    The
Borrowers hereby unconditionally promise to pay to the Administrative Agent (i)
for the account of the Lenders the outstanding principal amount of the Revolving
Loans on the Commitment Termination Date and (ii) the then unpaid amount of each
Protective Advance on the earlier of the Commitment Termination Date and demand
by the Administrative Agent. 

     

    (ii)    Each
Borrower hereby unconditionally promises to pay to the Swingline Lender the
outstanding amount of each Swingline Loan made to such Borrower on the earlier
of the Commitment Termination Date and the fifth Business Day after such
Swingline Loan is made; provided that on each
date that a Revolving Borrowing is made to the Company or any Subsidiary
Borrower, the Company or such Subsidiary Borrower, as applicable, shall repay
all Swingline Loans made to it then outstanding.

     

    (b)    Cash
Dominion.  During any Cash Dominion Period, on each Business
Day, the Administrative Agent shall apply all funds credited to any applicable
Collection Account as of 10:00 a.m., New York City time, on such Business Day
(whether or not immediately available) first to prepay any
Protective Advances that may be outstanding, pro rata, and second to prepay the
Revolving Loans (including Swingline Loans) (without a corresponding
reduction in Commitments) and to cash collateralize outstanding LC
Exposure.

     

     

    
      
        
        

      

      
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    (c)    Maintenance of Records by
Lenders.  Each Lender shall maintain in accordance with its usual
practice records evidencing the indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender to such Borrower, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

     

    (d)    Maintenance of Records by
the Administrative Agent.  The Administrative Agent shall maintain
records in which it shall record (i) the amount of each Loan made
hereunder, the Class and Type thereof and each Interest Period therefor,
(ii) the amount of any principal or interest due and payable or to become
due and payable from each Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the relevant Lenders and each such Lender’s share thereof.

     

    (e)    Effect of
Entries.  The entries made in the records maintained pursuant to
paragraph (c) or (d)  of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such records or
any error therein shall not in any manner affect the obligation of the relevant
Borrower to repay the Loans made to such Borrower in accordance with the terms
of this Agreement.

     

    (f)    Promissory
Notes.  Any Lender may request that Loans made by it to any Borrower
be evidenced by a promissory note.  In such event, the relevant Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to
such Lender and its registered assigns and in a form approved by the
Administrative Agent.  Thereafter, the Loans to such Borrower evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more
promissory notes in such form payable to such payee and its registered
assigns.

     

    SECTION
2.11     Prepayment of
Loans.

     

    (a)    Optional
Prepayments.  Each Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to the
requirements of this Section.

     

    (b)    Mandatory
Prepayments.

     

    (i)    In the
event and on such occasion that:

     

    (A) the
Credit Exposure of any Lender exceeds such Lender’s Commitment; or

     

    (B) the sum
of the total Credit Exposures (including the Dollar Equivalent of any LC
Exposure with respect to a Letter of Credit denominated in an Alternative
Currency) exceeds the lesser of (x) Total Commitment or (y) the Borrowing
Base;

     

     

    
      
        
        

      

      
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    the
Borrowers shall promptly prepay the Revolving Loans and/or Swingline Loans in an
aggregate amount equal to such excess; provided that if the
aggregate principal amount of Revolving Loans and Swingline Loans then
outstanding is less than the amount of such excess (because LC Exposure
constitutes a portion thereof), the Borrowers shall, to the extent of the
balance of such excess, deposit an amount in cash in the LC Collateral
Account.  If the Borrowers are required to provide (and have provided
the required amount of) cash collateral pursuant to this Section 2.11(b) and
such excess is subsequently reduced, cash collateral in an amount equal to the
lesser of (x) any such reduction and (b) the amount of such cash collateral (to
the extent not applied as set forth in Section 2.06(k)) shall be returned to the
Borrowers within two Business Days after any such reduction.

     

    (ii)    Prepayment
Event.  In the event and on each occasion that, during any Cash
Dominion Period, any Net Proceeds are received by or on behalf of any Loan Party
in respect of any Prepayment Event, the Borrowers shall, immediately after such
Net Proceeds are received by any Loan Party, prepay the Borrower Obligations as
set forth in Section 2.11(c) below in an aggregate amount equal to 100% of such
Net Proceeds.

     

    (c)    All such
amounts pursuant to Section 2.11(b) shall be applied to prepay the Revolving
Loans (including Swingline Loans) without a corresponding reduction in the Total
Commitment and to cash collateralize outstanding LC
Exposure.  

     

    (d)    Notices, Etc. 
The Company shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by
facsimile) of any prepayment hereunder:

     

    (i)    in the
case of prepayment of a Revolving Eurocurrency Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of
prepayment;

     

    (ii)    in the
case of prepayment of an ABR Borrowing, not later than 9:00 a.m., New
York City time, on the date of prepayment; or

     

    (iii)    in the
case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York
City time, on the date of prepayment.

     

    Each such
notice shall be irrevocable and shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09.  Promptly following receipt of any such
notice relating to a Revolving Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof.  Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of a
Borrowing of the same Type as provided in Section 2.02, except as necessary
to apply fully the required amount of a mandatory prepayment.  Prepayments
shall be accompanied by accrued interest to the extent required by
Section 2.13 and shall be made in the manner specified in
Section 2.18(a).

     

     

    
      
        
        

      

      
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    SECTION 2.12    Fees.

     

    (a)    Commitment Fee. 
The Borrowers agree to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Commitment Fee
Rate on the average daily amount of the Available Revolving Commitment of such
Lender during the period from and including the Effective Date to but excluding
the Commitment Termination Date.  Accrued commitment fees shall be
payable in arrears on the third Business Day of each calendar month and on the
Commitment Termination Date, commencing on the first such date to occur after
the date hereof.  All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

     

    (b)    Letter of Credit
Fees.  The Company agrees to pay to the Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
applicable to Eurocurrency Loans on the average daily amount of such Lender’s
LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date
to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any
LC Exposure.

     

    (i)    The
relevant Borrower with respect to each Letter of Credit agrees to pay to the
Issuing Lender of such Letter of Credit (A) a fronting fee, which shall
accrue at a rate per annum equal to 0.25% of the average daily amount of the
LC Exposure with respect to such Letter of Credit (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period
from and including the date of issuance of such Letter of Credit to but
excluding the date on which there ceases to be any such LC Exposure under
such Letter of Credit and (B) such Issuing Lender’s standard fees with
respect to the issuance, amendment, renewal or extension of such Letter of
Credit or processing of drawings thereunder.

     

    (ii)    Participation
fees and fronting fees accrued through and including the last day of each
calendar month shall be payable on the third Business Day of each calendar month
following such last day, commencing on the first such date to occur after the
Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to any Issuing Lender
pursuant to clause (B) of paragraph (b)(i) above shall be payable at
the times separately agreed upon between the Company or the relevant Borrower
and such Issuing Lender or otherwise within 10 days after demand.  All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

     

    (c)    Administrative Agent
Fees.  The Company agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Company and the Administrative Agent.

     

     

    
      
        
        

      

      
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    (d)    Payment of
Fees.  All fees payable hereunder shall be paid on the dates due, in
Dollars and immediately available funds, to the Administrative Agent (or to the
relevant Issuing Lender, in the case of fees payable to it) for distribution, in
the case of commitment fees and participation fees, to the Lenders entitled
thereto.  Fees paid shall not be refundable under any
circumstances.

     

    SECTION 2.13    Interest.

     

    (a)    ABR Loans. 
The Loans constituting each ABR Borrowing (including each Swingline Loan and
each Protective Advance) shall bear interest at a rate per annum equal to the
Alternate Base Rate plus the Applicable
Rate.

     

    (b)    Eurocurrency
Loans.  The Loans comprising each Eurocurrency Borrowing shall bear
interest at a rate per annum equal to the Adjusted Eurocurrency Rate for the
Interest Period in effect for such Borrowing plus the Applicable
Rate.

     

    (c)    Default
Interest.  Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration,
by mandatory prepayment or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this
Section.

     

    (d)    Payment of
Interest.  Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the
Commitments; provided  that
(i) interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of a Revolving ABR Loan
prior to the Commitment Termination Date), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Revolving
Eurocurrency Borrowing prior to the end of the current Interest Period therefor,
accrued interest on such Borrowing shall be payable on the effective date of
such conversion.

     

    (e)    Computation. 
All interest hereunder shall be computed on the basis of a year of 360 days,
except that interest computed by reference to the Alternate Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).  The applicable Alternate Base Rate, Adjusted Eurocurrency Rate
or Eurocurrency Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     

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

     

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

     

     

    
      
        
        

      

      
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    (b)    the
Administrative Agent is advised by the Required Lenders that the Adjusted
Eurocurrency Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their
respective Loans (or its Loan) included in such Borrowing for such Interest
Period;

     

    then the
Administrative Agent shall give notice thereof to the Company and the Lenders by
telephone or facsimile as promptly as practicable thereafter and, until the
Administrative Agent notifies the Company and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Revolving Borrowing to, or the
continuation of any Revolving Borrowing as, a Revolving Eurocurrency Borrowing
shall be ineffective and such Revolving Borrowing (unless prepaid) shall be
continued as, or converted to, a Revolving ABR Borrowing and (ii) if
any Borrowing Request requests a Revolving Eurocurrency Borrowing, such
Borrowing shall be made as a Revolving ABR Borrowing.

     

    SECTION 2.15    Increased
Costs.

     

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

     

    (i)     impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted
Eurocurrency Rate) or any Issuing Lender; or

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    (d)    Delay in
Requests.  Failure or delay on the part of any Lender or any Issuing
Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or such Issuing Lender’s right to demand such
compensation; provided that the
Company shall not be required to compensate a Lender or an Issuing Lender
pursuant to this Section for any increased costs or reductions incurred
more than six months prior to the date that such Lender or such Issuing Lender,
as the case may be, notifies the Company of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s or such Issuing Lender’s
intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to
include the period of retroactive effect thereof.

     

    SECTION 2.16    Break Funding
Payments.  In the event of (a) the payment of any principal
of any Eurocurrency Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Revolving Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.11(d) and is revoked in accordance therewith) or
(d) the assignment as a result of a request by the Company pursuant to
Section 2.19(b) of any Revolving Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto, then,  the Company
shall compensate each Lender for the loss, cost and expense attributable to such
event.  In the case of a Eurocurrency Loan, such loss, cost or expense to
any Lender attributable to any such event shall be deemed to include an amount
determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted Eurocurrency Rate for such Interest Period,
over (ii) the amount of interest that such Lender would earn on such
principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or
an Affiliate of such Lender) for deposits denominated in Dollars from other
banks in the eurocurrency market at the commencement of such period.  A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Company and shall be conclusive absent manifest error.  The Company shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

     

     

    
      
        
        

      

      
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    SECTION 2.17    Taxes.

     

    (a)    Payments Free of
Taxes.  Any and all payments by or on account of any obligation of
any Loan Party hereunder or under any other Loan Document (including, for these
purposes, any such payment made by the Administrative Agent) shall be made free
and clear of and without deduction or withholding for any Indemnified Taxes;
provided that
if any Indemnified Taxes are required to be withheld or deducted from such
payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, a Lender
(or with respect to a Lender treated as a partnership for U.S. federal income
tax purposes its direct or indirect partners) or an Issuing Lender (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Loan Party shall make such deductions and
(iii) such Loan Party shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     

    (b)    Payment of Other
Taxes.  In addition, the Loan Parties shall timely pay, or at the
option of the Administrative Agent, timely reimburse it for the payment of, any
Other Taxes to the relevant Governmental Authority in accordance with applicable
law.

     

    (c)    Indemnification of the
Administrative Agent and the Lenders.  Without duplication of the
obligations of each Loan Party pursuant to Section 2.17(a) or (b),
each Loan Party shall indemnify the Administrative Agent, each Lender and each
Issuing Lender, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted
on or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or such Issuing Lender, as the case may be,
and any penalties, interest and reasonable out-of-pocket expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority,
in each case on or with respect to payments by or on account of any obligations
of any Loan Party hereunder or under any other Loan Document.  A
certificate as to the amount of such payment or liability delivered to any Loan
Party by a Lender or an Issuing Lender, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive
absent manifest error.

     

    (d)    Evidence of
Payments.  As soon as practicable after any payment of Indemnified
Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver
to the Administrative Agent for its own account, the account of the relevant
Lender or the relevant Issuing Lender, as the case may be, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     

    (e)    Indemnification of the
Administrative Agent and the Loan Parties.  Each Lender and
Issuing Lender shall, within 10 days after demand therefor, indemnify the
Administrative Agent for the full amount of any Taxes and indemnify each Loan
Party for the full amount of any Excluded Taxes, in each case, attributable to
such Lender that are payable or paid by the Administrative Agent or such Loan
Party, as the case may be, and reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to
the amount of such payment or liability delivered to any Lender by the
Administrative Agent or any Loan Party shall be conclusive absent manifest
error.

     

     

    
      
        
        

      

      
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    (f)    Non-U.S.
Lenders.  Any Non-U.S. Lender that is entitled to an exemption
from or reduction of any applicable withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to the relevant
Borrower (with a copy to the Administrative Agent), at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Non-U.S. Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.  Notwithstanding anything to the
contrary in the preceding two sentences, in the case of any withholding tax
other than U.S. federal withholding tax, the completion, execution and
submission of such forms shall not be required if in the Non-U.S. Lender’s
reasonable judgment such completion, execution or submission would subject such
Non-U.S. Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Non-U.S. Lender.

     

    Without
limiting the generality of the foregoing, any Non-U.S. Lender shall, to the
extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Non-U.S. Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the request
of the Borrower or the Administrative Agent), whichever of the following is
applicable:

     

    (i)     duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a
party,

     

    (ii)    duly
completed copies Foreign of Internal Revenue Service Form W-8ECI,

     

    (iii)   in the
case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate substantially in
the Form of Exhibit H to the effect that (i) such Non-U.S. Lender is not (A) a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the
Code, and (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code, and (ii) the interest payments in question are not
effectively connected with the United States trade or business conducted by such
Lender (a “U.S. Tax
Compliance Certificate”) and (y) duly completed copies
of  Internal Revenue Service Form W-8BEN,

     

     

    
      
        
        

      

      
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    (iv)   to the
extent a Non-U.S. Lender is not the beneficial owner (for example, where the
Non-U.S. Lender is a partnership or participating Lender granting a typical
participation), an Internal Revenue Service Form W-8IMY, accompanied by a Form
W-8ECI, W-8BEN, U.S. Tax Compliance Certificate, Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that, if the
Non-U.S. Lender is a partnership (and not a participating Lender) and one or
more beneficial owners of such Non-U.S. Lender are claiming the portfolio
interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance
Certificate on behalf of each such beneficial owner, or

     

    (v)    any other
form prescribed by applicable law as a basis for claiming exemption from or a
reduction in U.S. federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit the
Borrower to determine the withholding or deduction required to be
made.

     

    Each
Lender agrees that if any form or certification it previously delivered by it
expires or becomes obsolete or inaccurate in any respect, it shall update such
form or certification or promptly notify Borrower and the Administrative Agent
in writing of its legal inability to do so.

     

    In the
event the Administrative Agent, any Issuing Lender or any Lender shall become
subject to Taxes because of its failure to deliver a form required under this
Section, the Company (and, if applicable, the relevant Loan Party) shall take
such steps as the Administrative Agent, such Issuing Lender or such Lender, as
the case may be, shall reasonably request to assist it to recover such Taxes;
provided that,
in the reasonable judgment of the Company (or such Loan Party), such steps shall
not subject the Company (or such Loan Party) to any unreimbursed cost or expense
and would not otherwise be disadvantageous to the Company (or such Loan Party)
in any material respect.

     

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

     

     

    
      
        
        

      

      
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    (h)    Survival.  The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

     

    SECTION
2.18    Payments Generally; Allocation of Proceeds;
Pro Rata Treatment; Sharing of Set-offs.

     

    (a)    Payments by Loan
Parties.  (i)  Each Loan Party shall make each
payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or under Section 2.15, 2.16
or 2.17, or otherwise) or under any other Loan Document (except to the extent
otherwise provided therein) on the date when due, in immediately available
funds, without set-off or counterclaim.  Any amounts received after
12:00 noon, New York City time on any such due date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon.  All
such payments shall be made to the Administrative Agent at the Administrative
Agent’s Account, except as otherwise expressly provided in the relevant Loan
Document and except payments to be made directly to an Issuing Lender or the
Swingline Lender as expressly provided herein and payments pursuant to
Sections 2.15, 2.16, 2.17 and 10.03, which shall be made directly to the
Persons entitled thereto.  The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension.  All payments hereunder shall be made in
Dollars.  At all times during a Cash Dominion Period, solely for
purposes of determining the amount of Loans available for borrowing purposes,
checks (in addition to immediately available funds applied pursuant to Section
2.10(b)) from collections of items of payment and proceeds of any Collateral
shall be applied in whole or in part against the Borrower Obligations, on the
Business Day after receipt, subject to actual collection.

     

    (ii)           Prior
to any repayment of any Borrowings hereunder (other than the repayment in full
of all outstanding Borrowings on the scheduled date of such repayment), the
Borrowers shall select the Borrowing or Borrowings to be paid and shall notify
the Administrative Agent by telephone (confirmed by facsimile) of such selection
not later than 11:00 a.m., New York City time, three Business Days before
the scheduled date of such repayment; provided that each
repayment of Borrowings shall be applied to repay any outstanding
ABR Borrowings before any other Borrowings.  If a Borrower fails to
make a timely selection of the Borrowing or Borrowings to be repaid (in
accordance with the immediately preceding sentence) or prepaid (in accordance
with Section 2.11(d)), such payment shall be applied, first, to pay any
outstanding ABR Borrowings and, second, to other Borrowings in the order of
the remaining duration of their respective Interest Periods (the Borrowing with
the shortest remaining Interest Period to be repaid first).  Each repayment
or prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in such Borrowing.

     

    (iii)           All
amounts owing under this Agreement are payable in Dollars, except as expressly
provided for herein.

     

     

    
      
        
        

      

      
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    (b)    Any
proceeds of Collateral or any other amounts received by the Administrative Agent
(i) not constituting either (A) a specific payment of principal, interest, fees
or other sum payable under the Loan Documents (which shall be applied as set
forth herein), (B) a mandatory prepayment (which shall be applied in accordance
with Section 2.11) or (C) amounts to be applied from the Collection Account
during a Cash Dominion Period (which shall be applied in accordance with Section
2.10(b)) or (ii) after an Event of Default has occurred and is continuing and
the Administrative Agent so elects or the Required Lenders so direct, shall be
applied ratably first, to pay any
fees, indemnities, or expense reimbursements including amounts then due to the
Administrative Agent and any Issuing Lender from the Borrowers (other than in
connection with Banking Services or Swap Obligations), second, to pay any
fees or expense reimbursements then due to the Lenders from the Borrowers (other
than in connection with Banking Services or Swap Obligations), third, to pay
interest due in respect of the Protective Advances, fourth, to pay the
principal of the Protective Advances, fifth, to pay
interest then due and payable on the Loans (other than the Protective Advances)
or unreimbursed LC Disbursements ratably, sixth, to prepay
principal on the Loans (other than the Protective Advances) and unreimbursed LC
Disbursements ratably, seventh, to pay an
amount to the Administrative Agent equal to one hundred five percent (105%) of
the aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid LC Disbursements, to be held as cash collateral
for such Obligations, eighth, to payment of
any amounts owing with respect to Banking Services and Swap Obligations that are
Secured Obligations, and ninth, to the payment
of any other Secured Obligation due to the Administrative Agent or any Lender by
the Borrowers. 
Notwithstanding anything to the contrary contained in this Agreement, unless so
directed by the Company, or unless a Default is in existence, neither the
Administrative Agent nor any Lender shall apply any payment which it receives to
any Eurocurrency Loan, except (x) on the expiration date of the Interest Period
applicable to any such Eurocurrency Loan or (y) in the event, and only to the
extent, that there are no outstanding ABR Loans of the same Class and, in any
such event, the Borrowers shall pay the break funding payment required in
accordance with Section 2.16. The Administrative Agent and the Lenders shall
have the continuing and exclusive right to apply and reverse and reapply any and
all such proceeds and payments to any portion of the Secured
Obligations.

     

    (c)    Pro Rata
Treatment.  Except to the extent otherwise provided herein: 
(i) subject to Section 2.03(c), each Revolving Borrowing shall be made
from the relevant Lenders, each payment of commitment fees under
Section 2.12 shall be made for the account of the Lenders, and each
termination or reduction of the amount of the Commitments under
Section 2.09 shall be applied to the respective Commitments of the Lenders,
pro rata according to the amounts of their respective Commitments;
(ii) subject to Section 2.03(c), each Revolving Borrowing shall be
allocated pro rata among the relevant Lenders to such Borrower according to the
amounts of their respective Commitments (in the case of the making of Revolving
Loans) or their respective Loans that are to be included in such Borrowing (in
the case of conversions and continuations of Loans); (iii) each payment or
prepayment of principal of Revolving Loans by a Borrower shall be made for the
account of the relevant Lenders pro rata in accordance with the respective
unpaid principal amounts of the Revolving Loans made to such Borrower held by
them; and (iv) each payment of interest on Revolving Loans by a Borrower
shall be made for the account of the relevant Lenders pro rata in accordance
with the amounts of interest on such Loans then due and payable to the
respective Lenders.

     

     

    
      
        
        

      

      
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    (d)    Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in
LC Disbursements or Swingline Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and participations in LC Disbursements and Swingline Loans and accrued
interest thereon then due than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in
LC Disbursements and Swingline Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in
LC Disbursements and Swingline Loans; provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by any Borrower pursuant to and in accordance with
the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in LC Disbursements to any assignee or participant,
other than to any Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply).  Each Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such
participation.

     

    (e)    Presumptions of
Payment.  Unless the Administrative Agent shall have received notice
from the Company or the relevant Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of a Lender or an Issuing
Lender hereunder that the Company, such Borrower as the case may be, will not
make such payment, the Administrative Agent may assume that the Company or such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to such Lender or such Issuing Lender,
as the case may be, the amount due.  In such event, if the Company or such
Borrower has not in fact made such payment, then each of the relevant Lenders or
the relevant Issuing Lender, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender or such Issuing Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective
Rate.

     

    (f)    Certain Deductions by the
Administrative Agent.  If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.06(e), 2.07(b) or
2.18(e), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.

     

     

    
      
        
        

      

      
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      SECTION 2.19    Mitigation Obligations; Replacement of Lenders.

       
(a)    Designation of a Different
Lending Office.  If any Lender or any Issuing Lender requests
compensation under Section 2.15, or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender or any Issuing Lender pursuant to Section 2.17, then such Lender
or such Issuing Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans, LC Disbursements or
participations in LC Disbursements hereunder (as applicable) or to assign its
rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the judgment of such Lender or such Issuing Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender or such Issuing Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender or such Issuing Lender; provided that, upon any such change in any
lending office or assignment, such Lender or such Issuing Lender shall provide
or cause to be delivered to the Administrative Agent and the Company (and, if
applicable, the relevant Subsidiary Borrower) the appropriate forms specified in
and to the extent by Section 2.17.  The Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender or any Issuing Lender
in connection with any such designation or assignment.

     

    (b)    Replacement of Lenders or
Issuing Lenders.  If any Lender or any Issuing Lender requests
compensation under Section 2.15, or if any Borrower is required to pay any
additional amount to any Lender, any Issuing Lender or any Governmental
Authority for the account of any Lender or any Issuing Lender pursuant to
Section 2.17, then the Company may, at its sole expense and effort, require
such Lender or such Issuing Lender or any Lender becomes a Defaulting Lender
(each a “Departing
Lender”), upon notice to such Departing Lender and the Administrative
Agent, to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.04), all its interests, rights
and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender or another Issuing Lender, if
a Lender or Issuing Lender accepts such assignment); provided that
(i) the Company shall have received the prior written consent of the
Administrative Agent, each Issuing Lender and the Swingline Lender (which
consent in each case shall not unreasonably be withheld), (ii) the
Departing Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, LC Disbursements and participations in
LC Disbursements and Swingline Loans (as applicable), accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the relevant Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such
compensation or payments.  A Departing Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or such Issuing Lender or otherwise, the circumstances entitling the
Company to require such assignment and delegation cease to apply.

     

    SECTION 2.20    Returned
Payments.  If after receipt of any payment which is applied
to the payment of all or any part of the Borrower Obligations, the
Administrative Agent or any Lender is for any reason compelled to surrender such
payment or proceeds to any Person because such payment or application of
proceeds is invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason, then the Borrower Obligations or part thereof
intended to be satisfied shall be revived and continued and this Agreement shall
continue in full force as if such payment or proceeds had not been received by
the Administrative Agent or such Lender.  The provisions of this
Section 2.20 shall be and remain effective notwithstanding any contrary action
which may have been taken by the Administrative Agent or any Lender in reliance
upon such payment or application of proceeds.  The provisions of this
Section 2.20 shall survive the termination of this Agreement.

     

     

    
      
        
        

      

      
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    SECTION 2.21    Designation of
Subsidiary Borrowers.

     

    (a)    Designation of Subsidiary
Borrowers.  Subject to the terms and conditions of this
Section (including paragraph (b) of this Section), the Company may, at
any time or from time to time upon not less than 20 Business Days’ notice to the
Administrative Agent (or such other period which is acceptable to the
Administrative Agent), request that a wholly-owned Domestic Subsidiary specified
in such notice become a party to this Agreement as a Subsidiary Borrower; provided that each
such designation shall be subject to the prior approval of the Administrative
Agent (which approval shall not be unreasonably withheld).  The
Administrative Agent shall upon receipt of such notice from the Company promptly
notify each Lender of the Company’s designation.  Upon such approval and
the satisfaction of the conditions specified in paragraph (b) of this
Section, such Subsidiary shall become a party to this Agreement as a Subsidiary
Borrower and entitled to borrow Loans on and subject to the terms and conditions
of this Agreement, the Administrative Agent shall promptly notify the Lenders of
such designation.

     

    (b)    Conditions Precedent to
Designation Effectiveness.  The designation by the Company of any
wholly-owned Domestic Subsidiary as a Subsidiary Borrower hereunder shall not
become effective until the date on which the Administrative Agent shall have
received each of the following documents (each of which shall be in satisfactory
to the Administrative Agent in form and substance):

     

    (i)    Designation
Letter.  A Designation Letter, duly completed and executed by
the Company and the relevant Subsidiary, delivered to the Administrative Agent
at least 5 Business Days before the date on which such Subsidiary is proposed to
become a Subsidiary Borrower;

     

    (ii)    Opinion of
Counsel.  If requested by the Administrative Agent, a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the date of the related Designation Letter) of counsel to such Subsidiary
satisfactory to the Administrative Agent in the jurisdiction in which such
Subsidiary is organized (the “Relevant
Jurisdiction”), (and the Company and such Subsidiary Borrower hereby and
by delivery of such Designation Letter instruct such counsel to deliver such
opinion to the Lenders and the Administrative Agent, if such opinion is so
requested), as to such other matters as the Administrative Agent may reasonably
request (which may include the due incorporation of such Subsidiary under the
laws of the Relevant Jurisdiction, the due authorization, execution and delivery
by such Subsidiary of such Designation Letter and of any Borrowings to be made
by it hereunder, the obtaining of all licenses, approvals and consents of, and
the making of all filings and registrations with, any applicable Governmental
Authority required in connection therewith (or the absence of any thereof), and
the legality, validity and binding effect and enforceability
thereof);

     

     

    
      
        
        

      

      
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    (iii)   Corporate
Documents.  Such documents and certificates as the Administrative
Agent may reasonably request (including certified copies of the organizational
documents of such Subsidiary and of resolutions of its board of directors
authorizing such Subsidiary Borrower becoming a Borrower hereunder, and of all
documents evidencing all other necessary corporate or other action required with
respect to such Subsidiary Borrower becoming party to this
Agreement);

     

    (iv)   Other
Documents.  Receipt of such other documents relating thereto as the
Administrative Agent or its counsel may reasonably request, which may include
other documents that are consistent with conditions for Subsidiary Borrowers set
forth in Section 4.01.

     

    (c)    Termination of Subsidiary
Borrowers.  The Company may, at any time at which no Loans or any
other amounts hereunder or under any other Loan Documents shall be outstanding
to any Subsidiary Borrower, terminate such Subsidiary Borrower as a Borrower
hereunder by delivering an executed notice thereof (each a “Termination Letter”),
substantially in the form of Exhibit E, to the Administrative Agent.
 Any Termination Letter furnished hereunder shall be effective upon receipt
thereof by the Administrative Agent (which shall promptly so notify the relevant
Lenders and Issuing Lenders (as applicable)) and all commitments of the relevant
Lenders to make Loans to such Subsidiary Borrower and all of rights of such
Subsidiary Borrower hereunder shall terminate and such Subsidiary Borrower shall
immediately cease to be a Borrower hereunder.  Notwithstanding the
foregoing, the delivery of a Termination Letter with respect to any Subsidiary
Borrower shall not terminate (i) any obligation of such Subsidiary Borrower
that remains unpaid at the time of such delivery (including any obligation
arising thereafter in respect of such Subsidiary Borrower under
Section 2.17) or (ii) the obligations of any other Loan Party under
Article IX with respect to any such unpaid obligations.

     

    SECTION 2.22    Defaulting
Lenders.  Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

     

    (a)  if
any Swingline Exposure or LC Exposure exists, or any Protective Advance is
outstanding, at the time a Lender is a Defaulting Lender, the Borrower shall
within one Business Day following notice by the Administrative Agent (i) prepay
such Swingline Exposure or, if agreed by the Swingline Lender, cash
collateralize the Swingline Exposure of the Defaulting Lender on terms
satisfactory to the Swingline Lender, (ii) cash collateralize such Defaulting
Lender’s LC Exposure in accordance with the procedures set forth in Section
2.06(k) for so long as such LC Exposure is outstanding, and (iii) cash
collateralize such Defaulting Lender’s Applicable Percentage of such Protective
Advance; and

     

    (b)  the
Swingline Lender shall not be required to fund any Swingline Loan and the
Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit unless it is satisfied that cash collateral will be provided by the
Borrower in accordance with Section 2.22(a).

     

     

    
      
        
        

      

      
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    ARTICLE III

     

    REPRESENTATIONS AND
WARRANTIES

     

    Each Loan
Party represents and warrants to the Lenders that:

     

    SECTION 3.01    Organization;
Powers.  Each of the Loan Parties and each of their Subsidiaries
(other than Immaterial Subsidiaries) is duly organized or incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization or incorporation and has all requisite power and authority to carry
on its business as now conducted.  Each of the Loan Parties and each of
their Subsidiaries (other than Immaterial Subsidiaries) is qualified to do
business in, and is in good standing in, every jurisdiction where such
qualification is required, except where the failure to be so qualified or in
good standing could not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

     

    SECTION 3.02    Authorization;
Enforceability.  The Transactions are within each Loan Party’s
corporate, limited liability company or other like powers and have been duly
authorized by all necessary corporate, limited liability company or other like
action and, if required, by all necessary shareholder, member, partner or other
like action.  The Loan Documents to which each Loan Party is a party have
been duly executed and delivered by such Loan Party and constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors’ rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). 

     

    SECTION 3.03    Governmental Approvals;
No Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not (i) violate in any material
respect any applicable law or regulation or any order of any Governmental
Authority binding upon the Company or any of its Subsidiaries or
(ii) violate the charter, by-laws or other organizational documents of the
Company or any of its Subsidiaries, (c) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon
the Company, any Loan Party or any of their Subsidiaries or their assets, or
give rise to a right thereunder to require any payment to be made by any such
Loan Party or any of its Subsidiaries, and (d) will not result in the
creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries, except Liens pursuant to the Loan Documents.

     

    SECTION 3.04    Financial Condition; No
Material Adverse Change.

     

    (a)    Financial
Condition.  The Company has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, shareholders’ equity and
cash flows (i) as of and for the fiscal year ended December 31, 2007,
reported on by its independent public accountants and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended September 30, 2008,
certified by its chief financial officer.  Except as set forth on
Schedule 3.04, such financial
statements present fairly, in all material respects, the financial condition and
results of operations and cash flows of the Company and its Subsidiaries as of
such dates and for such periods in accordance with GAAP.  Except as
set forth on Schedule
3.04, as
of the Effective Date, neither the Company nor any of its Subsidiaries has any
material Guarantee obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that in accordance with GAAP would
be required to be disclosed in the most recent financial statements referred to
in this paragraph but are not reflected in such financial
statements.

     

     

    
      
        
        

      

      
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    (b)    No Material Adverse
Effect.  Since December 31, 2007, no event, change or condition
has occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect, except for matters disclosed in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2007 (the “2007 10-K”), the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2008 (the “3Q-2008
10-Q”)
or the information materials previously made available to the Lenders titled
“Credit Facility Amendment Request Lenders’ Call”, dated November 18,
2008.

     

    SECTION 3.05    Properties.

     

    (a)    Property
Generally.  Each of the Loan Parties and their Subsidiaries has good
and marketable title to, or valid leasehold interests in, all the real and
personal property that is material to its business, free of all Liens other than
Liens permitted by Section 6.02.

     

    (b)    Intellectual
Property.  Except where such failure would not reasonably be
expected to have a Material Adverse Effect, each of the Loan Parties and their
Subsidiaries owns, or is licensed to use, all trademarks, tradenames, domain
names, copyrights, patents, technology, trade secrets, know-how and other
intellectual property rights (“Intellectual Property”) material to the business
of the Company and its Subsidiaries, taken as a whole, free and clear of all
Liens other than Liens permitted by Section 6.02(b), and the use thereof and the
conduct of their business by each of the Loan Parties and their Subsidiaries
does not infringe in any material respect upon the rights of any other
Person.  Each such registration and application that is material to
the conduct of the business of the Company and its Subsidiaries taken as a whole
is subsisting, and has not expired or been abandoned or cancelled.

     

    SECTION 3.06    Litigation and
Environmental Matters.

     

    (a)    Actions, Suits and
Proceedings.  Except as disclosed in the 2007 10-K and the 3Q-2008
10-Q and in Schedule 3.06(a), there are no actions, suits or proceedings by
or before any arbitrator or Governmental Authority now pending against or, to
the knowledge of any Loan Party, threatened against or affecting the Company or
any of its Subsidiaries that (i) could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect or (ii) involve
this Agreement, any other Loan Document or the Transactions.

     

     

    
      
        
        

      

      
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    (b)    Environmental
Matters.  Except as disclosed in the 2007 10-K and the 3Q-2008 10-Q
and in Schedule 3.06(b), and except with respect to any matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Company nor any of its Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, registration, exemption, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any pending or
threatened claim with respect to any Environmental Liability and (iv) knows of
any basis for any Environmental Liability.

     

    SECTION 3.07    Investment Company
Act.  Neither the Company nor any of its Subsidiaries is an
“investment company” as defined in the Investment Company Act of 1940, as
amended, or is subject to registration under that Act.

     

    SECTION 3.08    Taxes. 
Each of the Company and its Subsidiaries has timely filed or caused to be filed
all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it (including in its capacity
as withholding agent), except (a) Taxes that are being contested in good
faith by appropriate proceedings and for which such Person has set aside on its
books adequate reserves or (b) where the failure to do so could not
reasonably be expected to individually or in the aggregate result in a Material
Adverse Effect.  No material Tax liens have been filed and no material
claims are being asserted with respect to any Taxes.

     

    SECTION 3.09    ERISA.  No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Plan by an amount that could reasonably be expected
to result in a Material Adverse Effect.

     

    SECTION 3.10    Disclosure.  Each Borrower has disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.  None of the reports, financial
statements, certificates or other information furnished by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by other information so furnished),
when taken as a whole, 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
(a) with respect to projected financial information, the Borrowers
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time and (b) it is understood
and agreed that uncertainty is inherent in any forecasts or projections and no
assurances can be given by the Company of the future achievement of such
performance.

     

     

    
      
        
        

      

      
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    SECTION 3.11    Use of
Credit.  Neither the Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate, of
buying or carrying Margin Stock, and no part of the proceeds of any extension of
credit hereunder will be used to buy or carry any Margin Stock.

     

    SECTION 3.12    Compliance with Laws and
Agreements.  Each Loan Party and its Subsidiaries are in
compliance with all Requirements of Law applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION 3.13    No
Default.  No Default or Event of Default has occurred and
is continuing.

     

    SECTION 3.14    Solvency.  Immediately after the consummation
of the Transactions to occur on the Effective Date and on the date of each
Borrowing, (i) the fair value of the consolidated assets of the Company, at a
fair valuation, exceeds its debts and liabilities, subordinated, contingent or
otherwise; (ii) the present fair saleable value of the consolidated property of
the Company is greater than the amount that is required to pay the probable
liability of its consolidated debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) the Company and the Loan Parties, on a consolidated basis, are
able to pay their consolidated debts and other liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become due, absolute and
matured; and (iv) the Company does not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted after the Effective Date.

     

    SECTION 3.15    Security Interest in
Collateral. 

     

    (a)    The
Security Agreement shall be effective to create in favor of the Administrative
Agent for the ratable benefit of the Secured Parties (as defined in the Security
Agreement) a valid and enforceable security interest in the Collateral (as
defined therein) and the proceeds thereof and (i) when the Collateral (as
described therein) constituting certificated securities (as defined in the
Uniform Commercial Code (as defined in the Security Agreement)) is delivered to
the Administrative Agent thereunder together with instruments of transfer duly
endorsed in blank, the security interest of the Administrative Agent therein
will constitute a perfected Lien on, and security interest in, all right, title
and interest of the Grantors (as defined in the Security Agreement) in such
Collateral, prior and superior in right to any other Person (subject only to
Liens permitted under Section 6.02 which by operation of law or contract would
have priority over the Liens securing the Secured Obligations hereunder) (it
being understood that no representation is made under this clause (i) as to (A)
any such Collateral that is subject to a Foreign Pledge Agreement or (B) the
perfection or priority of any Lien to the extent that such perfection or
priority is determined under the law of a jurisdiction outside the United
States, which are covered by paragraph (b) below), and (ii) when financing
statements in appropriate form are filed in the offices specified on Schedule D
to the Security Agreement, the security interest of the Administrative Agent
will constitute a perfected Lien on and security interest in all right, title
and interest of the Grantors (as defined in the Security Agreement) in the other
Collateral (as described therein) and the proceeds thereof to the extent
perfection can be obtained by filing Uniform Commercial Code financing
statements, prior and superior to the rights of any other Person (subject only
to Liens permitted under Section 6.02 which by operation of law or contract
would have priority over the Liens securing the Secured Obligations
hereunder).

     

     

    
      
        
        

      

      
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    (b)    After
taking the actions specified for perfection therein, each Foreign Pledge
Agreement, when executed and delivered, will be effective under applicable law
to create in favor of the Administrative Agent for the ratable benefit of the
Secured Parties a valid and enforceable security interest in the Collateral
subject thereto, and will constitute a perfected Lien on and security interest
in all right, title and interest of the Loan Parties in the Collateral subject
thereto, prior and superior to the rights of any other Person (subject only to
Liens permitted under Section 6.02).

     

    SECTION 3.16    Consideration.  Each Loan Party has
determined that execution, delivery, and performance of this Agreement and any
other Loan Documents to be executed by such Loan Party is within its purpose,
will be of direct and indirect benefit to such Loan Party, and is in its best
interest.

     

    SECTION 3.17    Capitalization and
Subsidiaries.  Schedule 3.17 sets forth, as
of the Effective Date, (a) a correct and complete list of the name and
relationship to the Company of each and all of the Company’s Subsidiaries, (b) a
true and complete listing of each class of authorized Equity Interests of each
Borrower (other than the Company), of which all of such issued shares are
validly issued, outstanding, fully paid and non-assessable (to the extent such
concepts are applicable), and owned beneficially and of record by the Persons
identified on Schedule
3.17,
and (c) the type of entity of the Company and each of its
Subsidiaries.  All of the issued and outstanding Equity Interests
owned by any Loan Party in its Subsidiaries has been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and is fully paid and non assessable.

     

    SECTION 3.18    Insurance.  As of the Effective Date, the
insurance required under Section 5.05 is in effect and all premiums in respect
of such insurance have been paid.  The Borrowers believe that the
insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
are adequate.

     

    SECTION 3.19    Employment
Matters.  As of the Effective Date, there are no strikes,
lockouts or slowdowns, and no material unfair labor practice charges, against
any Loan Party or its Subsidiaries pending or, to the knowledge of the
Borrowers, threatened.  The terms and conditions of employment, hours
worked by and payments made to employees of the Loan Parties and their
Subsidiaries have not been in material violation of the Fair Labor Standards
Act, or any other applicable federal, provincial, territorial, state, local or
foreign law dealing with such matters.  All material payments due from
any Loan Party or any of its Subsidiaries, or for which any claim may be made
against any Loan Party or any of its Subsidiaries, on account of wages, vacation
pay and employee health and welfare insurance and other benefits, have been paid
or accrued as a liability on the books of the Loan Party or such
Subsidiary.

     

     

    
      
        
        

      

      
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    SECTION 3.20    Regulation
H.  No Mortgage encumbers improved real property that is located
in an area that has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of
1968.

     

    SECTION 3.21    Delivery of Certain
Documentation.  As of the Effective Date, the Company has
heretofore furnished to the Lenders complete and accurate copies of the BAC LLC
Agreement, all other material documents relating to the BAC Joint Venture, and
all material documents relating to other material floor plan financing and
securitization programs, in each case, as amended as of the date
hereof.  Each of the Administrative Agent and the Lenders acknowledges
that it has been advised of the confidentiality requirements that apply under
Article IX of the BAC LLC Agreement and agrees that it will comply in all
respects therewith.

     

    SECTION
3.22    Existing
Notes Indenture.  As
of the Effective Date, the basket contained in Section 5.05(b) of the Existing
Notes Indenture is entirely unutilized.

     

    ARTICLE IV

     

    CONDITIONS

     

    SECTION 4.01    Effective
Date.  This Agreement shall become effective on the date (the
“Effective
Date”) on which each of the following conditions is satisfied (or waived
in accordance with Section 10.02):

     

    (a)    Executed
Counterparts.  The Administrative Agent (or its counsel) shall have
received (i) from the Company, each direct and indirect Domestic Subsidiary of
the Company (other than Immaterial Subsidiaries) and the Required Lenders (as
defined in the Existing Credit Agreement) either (x) a counterpart of this
Agreement signed on behalf of such party or (y) written evidence
satisfactory to the Administrative Agent (which may include facsimile
transmission of a signed signature page to this Agreement) that such party
has signed a counterpart of this Agreement and (ii) duly executed copies (which
may include facsimile transmission of a signed signature page) of the Loan
Documents and such other certificates, documents, instruments and agreements as
the Administrative Agent shall reasonably request in connection with the
transactions contemplated by this Agreement and the other Loan Documents,
including any promissory notes requested by a Lender pursuant to Section 2.10
payable to the order of each such requesting Lender.

     

    (b)    Opinion of Counsel to the
Loan Parties.  The Administrative Agent (or its counsel) shall have
received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Cravath, Swaine & Moore LLP,
counsel to the Loan Parties, substantially in the form of Exhibit C and
such other counsel for the Loan Parties satisfactory to the Administrative
Agent, and covering such other matters relating to the Loan Parties, this
Agreement or the Transactions as the Administrative Agent shall reasonably
request (and the Company hereby instructs such counsel to deliver such opinion
to the Lenders and the Administrative Agent), in each case in form and substance
reasonably acceptable to the Administrative Agent and its counsel.

     

     

    
      
        
        

      

      
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    (c)    Financial
Projections.  The Administrative Agent shall have received
satisfactory (i) quarterly projections through 2009, (ii) annual projections
from 2010 through 2012 and (iii) a consolidated thirteen-week cash flow forecast
of the Company and its Subsidiaries.

     

    (d)   Closing Certificates;
Certified Certificate of Incorporation; Good Standing
Certificates.  The Administrative Agent shall have received (i)
a certificate of each Loan Party, dated the Effective Date and executed by its
Secretary or Assistant Secretary, which shall (A) certify the resolutions of its
Board of Directors, members or other body authorizing the execution, delivery
and performance of the Loan Documents to which it is a party, (B) identify by
name and title and bear the signatures of the Financial Officers and any other
officers or managers of such Loan Party authorized to sign the Loan Documents to
which it is a party, and (C) contain appropriate attachments, including the
certificate or articles of incorporation or organization of each Loan Party
certified by the relevant authority of the jurisdiction of organization of such
Loan Party and a true and correct copy of its by-laws or operating, management
or partnership agreement, and (ii) a long form good standing certificate for
each Loan Party from its jurisdiction of organization.

     

    (e)    No Default
Certificate.  The Administrative Agent shall have received a
certificate, signed by a Financial Officer and dated the Effective Date (i)
stating that no Default has occurred and is continuing, (ii) stating that the
representations and warranties contained in Article III are true and correct as
of such date, and (iii) certifying any other factual matters as may be
reasonably requested by the Administrative Agent.

     

    (f)    Fees.  The
Lenders and the Agents shall have received all fees required to be paid, and all
expenses for which invoices have been presented (including the reasonable fees
and expenses of legal counsel), on or before the Effective Date.

     

    (g)   Lien
Searches.  The Administrative Agent shall have received the
results of a recent lien search in the jurisdictions of organization of the Loan
Parties, and such search shall reveal no Liens on any of the assets of the Loan
Parties except for Liens permitted by Section 6.02 or to be discharged pursuant
to documentation satisfactory to the Administrative Agent.

     

    (h)   Filings, Registrations and
Recordings.  Each document (including any Uniform Commercial
Code financing statement) required by the Collateral Documents or under law or
reasonably requested by the Administrative Agent to be filed, registered or
recorded in order to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a perfected Lien on the Collateral described
therein, prior and superior in right to any other Person (other than with
respect to Liens expressly permitted by Section 6.02 which by operation of law
or contract would have priority over the Liens securing the Secured Obligations
hereunder), shall be in proper form for filing, registration or recordation or
the Administrative Agent shall be satisfied with arrangements in respect
thereof.

     

     

    
      
        
        

      

      
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    (i)    Pledged Stock; Stock Powers;
Pledged Notes.  The Administrative Agent shall have received
(i) the certificates representing the shares of Equity Interests of Domestic
Subsidiaries pledged pursuant to the Security Agreement as of the Effective
Date, together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof and (ii) each
promissory note (if any) pledged to the Administrative Agent pursuant to the
Security Agreement that is required to be delivered to the Administrative Agent
pursuant to the Security Agreement as of the Effective Date endorsed (without
recourse) in blank (or accompanied by an executed transfer form in blank) by the
pledgor thereof.

     

    (j)    Control
Agreements.  The Administrative Agent shall have received each
Deposit Account Control Agreement required to be provided pursuant to Section
7.1 of the Security Agreement; provided that to the
extent such agreements are not provided on the Effective Date, such agreements
shall be provided to the Administrative Agent within 60 days, or such other
period as shall be acceptable to the Administrative Agent in its sole
discretion, of the Effective Date.

     

    (k)   Closing
Availability.  On and as of the Effective Date, no Loans shall
be outstanding hereunder.

     

    (l)    Appraisals.  An
appraiser satisfactory to the Administrative Agent shall have been engaged and
shall have commenced an appraisal of the Loan Parties’ Inventory and the
Administrative Agent shall be reasonably satisfied with the status
thereof.

     

    (m)         
Field
Examinations.  A field examination of the Accounts, Inventory,
related working capital matters, financial information and, if requested by the
Administrative Agent, the equipment of the Company and its Subsidiaries and of
the related data processing and other systems shall have been commenced and the
Administrative Agent shall be reasonably satisfied with the status
thereof.

     

    (n)   Governmental and Third-Party
Approval.  All governmental and third-party approvals necessary
in connection with the financing contemplated hereunder and the continuing
operations of the Company and its Subsidiaries (including shareholder and lender
approvals, if any) shall have been obtained and shall be in full force and
effect, and all applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose burdensome conditions on the financing contemplated
hereby.

     

    (o)   BAC LLC Agreement
Amendment.  Brunswick Financial Services Corporation shall have
entered into an amendment to or an agreement to amend the BAC LLC Agreement, on
terms reasonably satisfactory to the Administrative Agent.

     

    (p)   Legal and Regulatory
Matters.  All legal (including tax implications) and regulatory
matters shall be reasonably satisfactory to the Administrative Agent, including
but not limited to compliance with all applicable requirements of Regulations U,
T and X of the Board of Governors of the Federal Reserve System.

     

     

    
      
        
        

      

      
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    (q)   Subsidiary
Borrowers.  The Administrative Agent shall have received, for each
Subsidiary Borrower designated as a Subsidiary Borrower as of the Effective
Date, such documents and certificates required to be delivered under
Section 2.21 to the extent such other documents and certificates are not
already being delivered hereunder.

     

    (r)    Borrowing Base Documents.  The
Administrative Agent shall have received (i) a Borrowing Base Certificate which
calculates the Borrowing Base, and supporting information in connection
therewith, together with any additional reports with respect to the Borrowing
Base as the Administrative Agent may reasonably request and (ii) all Borrowing
Base Supporting Documentation, in each case for the month of October
2008.

     

    (s)    Other
Documents.  Each Lender shall have received, at least five Business
Days prior to the Effective Date, all documentation and other information
required by regulatory authorities with respect to the Loan Parties under
applicable “know your customer” and anti-money laundering rules and regulations,
including, without limitation, the Patriot Act, that has been
requested.

     

    The
Administrative Agent shall notify the Company and the Lenders of the Effective
Date, which must occur on or prior to 3:00 p.m., New York City time, on
December 19, 2008, and such notice shall be conclusive and binding.

     

    SECTION 4.02    Each Credit
Event.  The obligation of each Lender to make any Loan, and of
the Issuing Lenders to issue, amend, renew or extend any Letter of Credit, is
additionally subject to the satisfaction of the following
conditions:

     

    (a)    the
representations and warranties of the Loan Parties set forth in this Agreement
and in the other Loan Documents shall be true and correct on and as of the date
of such Loan or the date of issuance, amendment, renewal or extension of such
Letter of Credit (or, if any such representation or warranty is expressly stated
to have been made as of a specific earlier date, as of such specific date), as
applicable;

     

    (b)    at the
time of and immediately after giving effect to such Loan or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default or Event of Default shall have occurred and be continuing;
and

     

    (c)    at the
time of and immediately after giving effect to such Loan or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, the
total Credit Exposures shall not exceed the lesser of (x) the Total Commitment
or (y) the Borrowing Base then in effect.

     

    The
making of each Loan and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrowers on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section.

     

    ARTICLE V

     

    AFFIRMATIVE
COVENANTS

     

    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full in cash
and all Letters of Credit shall have expired or terminated and all
LC Disbursements shall have been reimbursed, each Loan Party executing this
Agreement covenants and agrees, jointly and severally with all of the Loan
Parties, with the Lenders that:

     

     

    
      
        
        

      

      
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    SECTION 5.01    Financial Statements;
Borrowing Base and Other Information.  The Company will furnish
to the Administrative Agent and each Lender:

     

    (a)    as soon
as available, but in any event within 75 days after the end of each fiscal year
of the Company (or such lesser number of days within which the Company shall be
required to file its Annual Report on Form 10-K for such fiscal year with
the SEC), the audited consolidated balance sheet and related statements of
income, shareholders’ equity and cash flows of the Company and its Subsidiaries
as of the end of and for such year, setting forth in each case in comparative
form the figures for (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Company and its Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

     

    (b)    as soon
as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Company (or such lesser number
of days within which the Company shall be required to file its Quarterly Report
on Form 10-Q for such fiscal quarter with the SEC), the consolidated
balance sheet and related statements of income, shareholders’ equity and cash
flows of the Company and its Subsidiaries as of the end of and for such fiscal
quarter and the then elapsed portion of such fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of
(or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by a Financial Officer as presenting fairly in all material
respects the financial condition and results of operations of the Company and
its Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

     

    (c)    within
the time specified for delivery of financial statements under clause (a) or
(b) of this Section, (I) a certificate of a Financial Officer certifying,
in the case of financial statements delivered pursuant to clause (b) above, (i)
as presenting fairly in all material respects the financial condition and
results of operations of the Company and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year end audit adjustments and the absence of footnotes, (ii) as to
whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto and (iii) setting forth reasonably detailed calculations
demonstrating compliance with (x) the last sentence of Section 6.10 and (y)
Section 6.11 (to the extent applicable) and (II) if there shall have been
any material change in GAAP or in the application thereof that applies to the
Company or any Subsidiary since the date of the audited financial statements
referred to in Section 3.04(a) (unless such change shall theretofore
have been notified under this subclause (II)), a notification from a Financial
Officer as to such change, specifying the effect of such change on the financial
statements accompanying such notification;

     

     

    
      
        
        

      

      
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    (d)    concurrently
with any delivery of financial statements under clause (a) of this
Section, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default or Event of Default with
respect to Section 6.11 (which certificate may be limited to the extent required
by accounting rules or guidelines);

     

    (e)    as soon
as available, but in any event not more than 30 days after the end of
each fiscal year of the Company, a copy of the plan and forecast (including a
projected consolidated and consolidating balance sheet, income statement and
funds flow statement in form acceptable to the Administrative Agent) of the
Company for each fiscal quarter of the upcoming fiscal year (the “Projections”) in form
reasonably satisfactory to the Administrative Agent;

     

    (f)    from and
after the Trigger Date, as soon as available, but in any event (A) for the month
of November 2008, by January 9, 2009, and otherwise (B) within 15 Business Days
of the end of each calendar month (or within three Business Days of the end of
each week at any time that Availability is less than the greater of (x) 25% of
the Total Commitments and (y) $100,000,000), a Borrowing Base Certificate which
calculates the Borrowing Base, and supporting information in connection
therewith, together with any additional reports with respect to the Borrowing
Base as the Administrative Agent may reasonably request; and the Equipment
Component of the Borrowing Base shall be updated (i) from time to time upon
receipt of periodic valuation updates received from the Administrative Agent’s
asset valuation experts, or (ii) in the event that the aggregate value of such
assets is otherwise impaired to the extent that the Net Orderly Liquidation
Value of the equipment included in the Collateral would reasonably be expected
to be less than 150% of the Equipment Component, as determined in the
Administrative Agent's Permitted Discretion;

     

    (g)    as soon
as available but in any event within 15 Business Days of the end of each
calendar month (or within three Business Days of the end of each week at any
time during a Level 3 Minimum Availability Period) and at such other times as
may be requested by the Administrative Agent, as of the period then ended, all
Borrowing Base Supplemental Documentation;

     

    (h)    promptly
(i) after the filing thereof, copies of all periodic and other reports,
periodic and other certifications of the chief executive officer and chief
financial officer of the Company, registration statements and other publicly
available materials filed by the Company or any of its Subsidiaries with the
SEC, or any Governmental Authority succeeding to any or all of the functions of
the SEC, or with any national securities exchange (other than any exhibits to
any of the foregoing which are too voluminous to furnish and which are made
available by the Company or any of its Subsidiaries on such Person’s website and
any registration statement on Form S-8 or its equivalent) and (ii) after
the distribution thereof, copies of all financial statements, reports, proxy
statements and other materials distributed by the Company to its shareholders
generally;

     

     

    
      
        
        

      

      
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    (i)    promptly
after Moody’s or S&P shall have announced a change in the rating established
or deemed to have been established for the Index Debt, written notice of such
rating change; 

     

    (j)    promptly
following receipt thereof, copies of any documents described in Sections 101(k)
or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with
respect to any Multiemployer Plan; provided, that if the
Loan Parties or any of the ERISA Affiliates have not requested such documents or
notices from the administrator or sponsor of the applicable Multiemployer Plan,
then, upon reasonable request of the Administrative Agent, the Loan Parties
and/or the ERISA Affiliates shall promptly make a request for such documents or
notices from such administrator or sponsor and the Borrowers shall provide
copies of such documents and notices promptly after receipt thereof;
and

     

    (k)    promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Company or any of its
Subsidiaries, or compliance with the terms of this Agreement and the other Loan
Documents, as the Administrative Agent or any Lender may reasonably
request.

     

    Financial
statements and other documents required to be delivered pursuant to clause (a),
(b), (d) or (h) of this Section (to the extent any such financial
statements or other documents are included in reports or other materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date on which
(i) the Company posts such financial statements or other documents, or
provides a link thereto, on the Company’s website on the Internet or
(ii) such financial statements or other documents are posted on the
Company’s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided
that: (i) the Company shall deliver paper copies of such financial
statements and other documents to the Administrative Agent or any Lender that
requests the Company to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such
Lender, as the case may be, and (ii) the Company shall notify the
Administrative Agent of the posting of any such financial statements and other
documents and provide to the Administrative Agent electronic versions (i.e.,
soft copies) thereof.

     

    SECTION 5.02    Notices of Material
Events.  The Company will furnish to the Administrative Agent
and each Lender prompt written notice of the following:

     

    (a)    the
occurrence of any Default or Event of Default;

     

    (b)    any
actual knowledge of a Financial Officer of, or any receipt of any notice of, any
governmental investigation or any litigation, arbitration or administrative
proceeding commenced or, to the knowledge of a Financial Officer, threatened
against any Loan Party or any of its Subsidiaries that (i) could reasonably be
expected to result in damages in excess of $35,000,000, (ii) seeks injunctive
relief, (iii) alleges criminal misconduct by any Loan Party or any of their
Subsidiaries, (iv) contests any tax, fee, assessment, or other governmental
charge in excess of $35,000,000, or (v) involves any material product
recall;

     

     

    
      
        
        

      

      
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    (c)    any
actual knowledge of a Financial Officer of any Lien (other than Permitted
Encumbrances) or claim made or asserted against all or any material portion of
the Collateral;

     

    (d)    any
actual knowledge of a Financial Officer of any loss, damage, or destruction to
all or any material portion of the Collateral, whether or not covered by
insurance;

     

    (e)    any
actual knowledge of a Financial Officer of the occurrence of any ERISA Event or
breach of the representations and warranties in Section 3.09 that, alone or
together with any other ERISA Events or breaches of such representations and
warranties that have occurred, could reasonably be expected to result in
liability of the Loan Parties and their Subsidiaries, whether directly or by
virtue of their affiliate with any ERISA Affiliate, in an aggregate amount
exceeding $35,000,000;

     

    (f)    any
actual knowledge of a Financial Officer of any event, notice or circumstance or
any correspondence with any Governmental Authority (including with respect to
any release into the indoor or outdoor environment of any Hazardous Material
that is required by any applicable Environmental Law to be reported to a
Governmental Authority) which could reasonably be expected to lead to (i) any
Environmental Liability in excess of $35,000,000, or (ii) any material adverse
change in the matter set forth in Schedule 5.02(f);

     

    (g)    any
actual knowledge of a Financial Officer of any default notice received under or
with respect to any leased location or public warehouse where Collateral is
located that is material to the conduct of the business of the Company and its
Subsidiaries taken as a whole (which shall be delivered within 5 Business Days
after receipt thereof); and

     

    (h)    any event
or development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth in
reasonable detail the nature of the event or development requiring such notice
and any action taken or proposed to be taken with respect thereto.

     

    SECTION 5.03    Existence; Conduct of
Business.  Each Loan Party will, and will cause each of its
Subsidiaries to, other than in the case of any Immaterial Subsidiary, do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and, except where any of the following could not
reasonably be expected to result in a Material Adverse Effect, the rights,
qualifications, licenses, permits, privileges, governmental authorizations,
intellectual property rights and franchises used or useful in the conduct of its
business, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

     

     

    
      
        
        

      

      
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    SECTION 5.04    Taxes and Other
Obligations.  Each Loan Party will, and will cause each of its
Subsidiaries to, pay or discharge all Material Indebtedness and all other
material liabilities, including Taxes before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings and such Loan Party or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (b) the failure to make payment could
not reasonably be expected to individually or in the aggregate result in a
Material Adverse Effect.

     

    SECTION 5.05    Maintenance of
Properties; Insurance.  Each Loan Party will, and will cause
each of its Subsidiaries to, (a) keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted, and (b)  maintain with financially sound and reputable
insurance companies having a financial strength rating of at least A- by A.M.
Best Company (x) insurance in such amounts (with no greater risk retention) and
against such risks (including loss or damage by fire and loss in transit; theft,
burglary, pilferage, larceny, embezzlement, and other criminal activities;
business interruption; and general liability) and such other hazards, as is
customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations and (y) all
insurance required pursuant to the Collateral Documents.  The Loan
Parties will furnish to the Lenders, upon request of the Administrative Agent,
information in reasonable detail as to the insurance so maintained, which may be
a Memorandum of Insurance.  The Loan Parties shall require all such
policies to name the Administrative Agent (on behalf of the Agents, the Lenders
and the Issuing Lenders) as additional insured or loss payee, as
applicable.

     

    SECTION 5.06    Books and Records;
Inspection Rights.  Without limiting Sections 5.10 or 5.11
hereof, each Loan Party will, and will cause each Subsidiary to, (i) keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities and
(ii) permit any representatives designated by the Administrative Agent or any
Lender (including employees of the Administrative Agent, any Lender or any
consultants, accountants, lawyers and appraisers retained by the Administrative
Agent or any Lender), upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested
and all with a representative of the Company present.  The Loan
Parties acknowledge that the Administrative Agent, after exercising its rights
of inspection, may prepare and distribute to the Lenders certain Reports
pertaining to the Loan Parties’ and their respective Subsidiaries’ assets for
internal use by the Administrative Agent and the Lenders.

     

    SECTION 5.07    Compliance with Laws and
Obligations.  (a)  Each Loan Party will, and will cause
each of its Subsidiaries to, comply with all Requirements of Law applicable to
it or its property and all Contractual Obligations, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

     

     

    
      
        
        

      

      
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    (b) The Loan
Parties and each of their Subsidiaries shall, and shall take all reasonable
efforts to ensure that all of its tenants, subtenants, contractors,
subcontractors and invitees shall, (i) be at all times in compliance with all
Environmental Laws and (ii) ensure that their assets and operations are in
compliance with all Environmental Laws (including with respect to any Hazardous
Materials that are discharged, emitted, released, generated, used, stored,
managed, transported or otherwise dealt with).  For purposes of this
Section 5.07(b), noncompliance with either of subclauses (i) and (ii) shall be
deemed not to constitute a breach of this covenant if upon learning of any
actual or alleged noncompliance, such Loan Party shall promptly undertake
reasonable efforts to achieve compliance and provided that any failure to comply
with any of the foregoing could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    SECTION 5.08    Use of Proceeds and
Letters of Credit.  The proceeds of the Loans will be used, and
Letters of Credit will be issued, only for general corporate purposes of the
Company and its Subsidiaries including acquisitions otherwise permitted
hereunder.  No part of the proceeds of any Loan and no Letter of Credit
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations T, U and
X as in effect from time to time.

     

    SECTION 5.09    Governmental
Authorizations.  Each Loan Party will, and will cause each of
its Subsidiaries to, promptly from time to time obtain or make and maintain in
full force and effect all licenses, consents, authorizations and approvals of,
and filings and registrations with, any Governmental Authority from time to time
necessary under the laws of the jurisdiction in which each Loan Party is located
for the making and performance by each such Loan Parties of the Loan
Documents.

     

    SECTION 5.10    Appraisals.  On no more than two occasions per
calendar year, at the request of the Administrative Agent, the Loan Parties will
provide the Administrative Agent with appraisals or updates thereof of their
Inventory (and, if applicable, their Eligible Equipment) from an appraiser
selected and engaged by the Administrative Agent, and prepared on a basis
satisfactory to the Administrative Agent, such appraisals and updates to
include, without limitation, information required by applicable law and
regulations; provided, however that if an
Event of Default has occurred and is continuing, there shall be no limitation on
the number of such appraisals.  For purposes of this Section 5.10, it
is understood and agreed that a single appraisal may consist of examinations
conducted at multiple relevant sites and involve one or more relevant Loan
Parties and their assets.  All such appraisals shall be at the sole
expense of the Loan Parties.

     

    SECTION 5.11    Field
Examinations.  On no more than two occasions per calendar year,
at the request of the Administrative Agent, the Loan Parties will permit, upon
reasonable notice, the Administrative Agent to conduct a field examination to
ensure the adequacy of Collateral included in the Borrowing Base and related
reporting and control systems.  Notwithstanding the foregoing, in
addition to the two semi-annual field examinations permitted above, in the event
that, at any time after the Trigger Date, Availability is less than $100,000,000
for any period of 30 consecutive days in any calendar year, one additional field
examination shall be permitted for such year; provided, however that if an
Event of Default has occurred and is continuing, there shall be no limitation on
the number or frequency of field examinations.  For purposes of this
Section 5.11, it is understood and agreed that a single field examination may be
conducted at multiple relevant sites and involve one or more relevant Loan
Parties and their assets.  All such field examinations shall be at the
sole expense of the Loan Parties.

     

     

    
      
        
        

      

      
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    SECTION 5.12    Casualty and
Condemnation.  The Borrowers (a) will furnish to the
Administrative Agent (for delivery to the Lenders) prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any material
portion of the Collateral or interest therein under power of eminent domain or
by condemnation or similar proceeding and (b) will ensure that the net proceeds
of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable
provisions of this Agreement and the Collateral Documents.

     

    SECTION 5.13    Additional Collateral;
Further Assurances.  (a)  Subject to applicable law,
the Borrowers and each Subsidiary that is a Loan Party may at its election cause
any of its Subsidiaries, and shall (within 30 days after such formation or
acquisition, or determination that such Subsidiary is no longer an Immaterial
Subsidiary, or such longer period as may be agreed to by the Administrative
Agent) cause each of its Domestic Subsidiaries (other than Immaterial
Subsidiaries) formed or acquired after the Effective Date or which ceases to be
an Immaterial Subsidiary after the Effective Date, in accordance with the terms
of this Agreement, to (A) become a Loan Party by executing the Joinder Agreement
set forth as Exhibit G hereto (the “Joinder Agreement”)
and (B) to execute and deliver such amendments, supplements or documents of
accession to any Collateral Documents as the Administrative Agent deems
necessary for such Subsidiary to grant to the Administrative Agent (for the
benefit of the Secured Parties) a perfected first priority security interest in
the Collateral described in such Collateral Document with respect to such
Subsidiary, subject only to Liens permitted under Section 6.02.  Upon
execution and delivery of such documents and agreements, each such Person (i)
shall automatically become a Guarantor hereunder and thereupon shall have all of
the rights, benefits, duties, and obligations in such capacity under the Loan
Documents and (ii) will grant Liens to the Administrative Agent, for the benefit
of the Secured Parties), in any property of such Loan Party which constitutes
Collateral.

     

    (b)    The
Borrowers and each Subsidiary that is a Loan Party will cause (i) 100% of the
issued and outstanding Equity Interests of each of its Domestic Subsidiaries and
(ii) 65% of the issued and outstanding Equity Interests entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary directly owned by a
Borrower or any Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Administrative Agent for the benefit of
the Secured Parties pursuant to the terms and conditions of the Loan Documents
as the Administrative Agent shall reasonably request.

     

    (c)    Without
limiting the foregoing, each Loan Party will, and will cause each of its
Subsidiaries to, execute and deliver, or cause to be executed and delivered, to
the Administrative Agent such documents, agreements and instruments, and will
take or cause to be taken such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents and such other actions or deliveries of the type required by
Section 4.01, as applicable), which may be required by law or which the
Administrative Agent may, from time to time, reasonably request to carry out the
terms and conditions of this Agreement and the other Loan Documents and to
ensure perfection and priority of the Liens created or intended to be created by
the Collateral Documents, all at the expense of the Loan Parties.  In
addition, each Loan Party will execute and deliver, or cause to be executed and
delivered, to the Administrative Agent filings with any governmental recording
or registration office in any jurisdiction required by the Administrative Agent,
in the exercise of its Permitted Discretion, in order to perfect or protect the
Liens of the Administrative Agent granted under any Collateral Document in any
Intellectual Property.

     

     

    
      
        
        

      

      
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    (d)    If any
material assets (including real estate) are acquired by the Borrowers or any
Subsidiary that is a Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Lien in favor of the Administrative Agent for the benefit of the Secured Parties
upon acquisition thereof), the Borrowers will notify the Administrative Agent
and the Lenders thereof, and, if requested by the Administrative Agent or the
Required Lenders, the Borrowers, pursuant to the terms and conditions of the
Loan Documents, will, subject to paragraph (e) below, cause such assets to be
subjected to a first priority, perfected Lien in favor of the Administrative
Agent for the benefit of the Secured Parties, subject only to Liens permitted
under Section 6.02, pursuant to the terms and conditions of the Loan Documents
and will take, and cause the other Loan Parties to take, such actions as shall
be necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraph (b) of this
Section, all at the expense of the Loan Parties.

     

    (e)    Notwithstanding
any other provision of this Agreement or any Loan Document to the contrary,
Excluded Property will be excluded from the requirements of paragraphs (a)
through (d) above.  Without limiting the foregoing, (A) none of the
following real estate shall be required to be made subject to a
mortgage:  (1) real estate included in the Available Collateral, (2)
real estate that is not owned by a Loan Party, (3) any property having a fair
value less than $10,000,000 so long as the fair value of all property excluded
pursuant to this clause (3) does not exceed $50,000,000 in the aggregate, and
(4) real estate owned by the Company or by a Loan Party that is a "Restricted
Subsidiary" under the Existing Notes Indenture; (B) no Foreign Pledge Agreement
shall be required to be delivered except as agreed by the Company and the
Administrative Agent in a letter agreement relating to post-closing collateral
matters; and (C) no Loan Party shall be required to pledge any Equity Interest
in Brunswick Financial Services Corporation and Brunswick Financial Services
Corporation shall not be required to become a Loan Party.

     

    SECTION 5.14    Deposit
Accounts.  The Company shall determine the aggrregate balance of
cash and Cash Equivalents of all Loan Parties in accounts not subject to Deposit
Account Control Agreements, Securities Account Control Agreements or other
appropriate control agreements in favor of the Administrative Agent in form and
substance reasonably satisfactory to the Administrative Agent at each time when
the Company determines account balances for purposes of Borrowing Base
reporting, and if such aggregate balance shall at any time of determination
exceed $20,000,000 the Company shall promptly eliminate such excess from such
accounts or shall within 30 days enter into one or more Deposit Account Control
Agreements, Securities Account Control Agreements or other appropriate control
agreements in favor of the Administrative Agent in form and substance reasonably
satisfactory to the Administrative Agent so that there shall not thereafter be
any such excess.

     

     

    
      
        
        

      

      
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    ARTICLE VI

     

    NEGATIVE
COVENANTS

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees, expenses and other amounts payable under any Loan Document
have been paid in full in cash and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed, the Loan
Parties covenant and agree, jointly and severally, with the Lenders
that:

     

    SECTION
6.01    Indebtedness;
Preferred Stock

     

    SECTION 6.01A        
Indebtedness. 
No Loan Party will, nor will it permit any of its Subsidiaries to, create, incur
or suffer to exist any Indebtedness, except:

     

    (a)    the
Secured Obligations;

     

    (b)    Indebtedness
existing on the date hereof and set forth on Schedule 6.01A and extensions,
renewals and replacements of any such Indebtedness in accordance with clause (f)
hereof;

     

    (c)    Indebtedness
of any Borrower to any Subsidiary or any other Borrower and of any Subsidiary to
any Borrower or any other  Subsidiary, provided that (i)
Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any
Subsidiary that is a Loan Party shall be subject to Section 6.06 and (ii)
Indebtedness of any Borrower to any Subsidiary and Indebtedness of any
Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall
be subordinated in bankruptcy to the Secured Obligations on terms reasonably
satisfactory to the Administrative Agent (it being understood that the Company
shall have in place agreements for such subordination within 60 days, or such
other period as shall be acceptable to the Administrative Agent in its sole
discretion, of the Effective Date);

     

    (d)    Guarantees
by any Borrower of Indebtedness of any Subsidiary or any other Borrower and by
any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the
Indebtedness so Guaranteed is permitted by this Section 6.01A, (ii)
Guarantees by any Borrower or any Subsidiary that is a Loan Party of
Indebtedness of any Subsidiary that is not a Loan Party shall be subject to
Section 6.06 and (iii) Guarantees permitted under this clause (d) shall be
subordinated to the Secured Obligations of the applicable Subsidiary if, and on
the same terms as, the Indebtedness so Guaranteed is subordinated to the Secured
Obligations;

     

    (e)    Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets (whether or not
constituting purchase money Indebtedness), including Capital Lease Obligations
and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof;
provided that
(i) such Indebtedness is incurred prior to or within 180 days after such
acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e),
together with the aggregate amount of sale and leaseback transactions
consummated pursuant to clause (i) of Section 6.07, shall not exceed $50,000,000
at any time outstanding;

     

     

    
      
        
        

      

      
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    (f)    Indebtedness
which represents an extension, refinancing, replacement or renewal of any of the
Indebtedness described in clauses (b),(e), (i), (j), (k), or (l) hereof;
provided that, (i) the principal amount of such Indebtedness is not increased
(except to the extent used to finance accrued interest and premium (including
tender or makewhole premiums) thereon and underwriting discounts, defeasance
costs, fees, commissions and expenses), (ii) any Liens securing such
Indebtedness are not extended to any additional property of any Loan Party or
any of their respective Subsidiaries or, if the original Indebtedness was
unsecured, then the refinancing, renewal or extension Indebtedness shall be
unsecured (other than with Available Collateral), (iii) no Loan Party or
Subsidiary of any Loan Party that is not originally obligated with respect to
repayment of such Indebtedness is required to become obligated with respect
thereto, (iv) such extension, refinancing or renewal does not result in a
shortening of the average weighted maturity of the Indebtedness so extended,
refinanced or renewed, (v) the terms of any such extension, refinancing, or
renewal (taken as a whole) are not more restrictive, taken as a whole, than the
terms of this Agreement and (vi) if the Indebtedness that is refinanced,
renewed, or extended was subordinated in right of payment to the Secured
Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are
at least as favorable to the Administrative Agent and the Lenders as those that
were applicable to the refinanced, renewed, or extended
Indebtedness;

     

    (g)    Indebtedness
owed to any Person providing workers’ compensation, health, disability or other
employee benefits or property, casualty or liability insurance, pursuant to
reimbursement or indemnification obligations to such Person, in each case
incurred in the ordinary course of business;

     

    (h)    Indebtedness
of any Borrower or any Subsidiary in respect of performance bonds, bid bonds,
appeal bonds, surety bonds and similar obligations, in each case provided in the
ordinary course of business;

     

    (i)    Indebtedness
of the Company, any other Loan Party or any other Subsidiary that owns Available
Collateral incurred to refinance the Existing 2011 Notes; provided that the
aggregate principal amount of Indebtedness permitted by this clause (i) shall
not exceed the outstanding principal amount of the Existing 2011 Notes plus any
accrued interest and premiums and any underwriting discounts, defeasance costs,
fees, commissions and expenses reasonably incurred in connection with the
refinancing; provided further that immediately after giving
pro forma effect thereto, no Default or Event of Default shall have occurred and
be continuing;

     

    (j)    (i)
unsecured subordinated Indebtedness of the Company having no scheduled principal
payments or prepayments prior to the Commitment Termination Date; provided that both
immediately before and immediately after giving pro forma effect thereto,
no Default or Event of Default shall have occurred and be continuing; and (ii)
other unsecured Indebtedness of the Company (including preferred Equity
Interests) having no scheduled principal payments or prepayments prior to the
Commitment Termination Date; provided that both
immediately before and immediately after giving pro forma effect thereto,
(A) no Default or Event of Default shall have occurred and be continuing, (B)
the Fixed Charge Coverage Ratio for the Test Period in effect at the time of the
incurrence of such Indebtedness shall be at least 1.25 to 1.00 and (C) after
giving effect to the application of the proceeds thereof, no Level 3 Minimum
Availability Period shall be in effect; provided further the aggregate
principal amount of Indebtedness permitted by this paragraph (j), together with
the liquidation value of all preferred Equity Interests (excluding the
liquidation value of any preferred Equity Interests issued as pay-in-kind
dividends or distributions) of the Company issued pursuant to Section 6.10B
after the Effective Date, shall not exceed $250,000,000 at any time
outstanding;

     

     

    
      
        
        

      

      
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    (k)    Indebtedness
of Foreign Subsidiaries or of Foreign Holdcos and unsecured Guarantees of such
Indebtedness by the Company; provided that the
aggregate principal amount of Indebtedness permitted by this paragraph (k),
together with the aggregate amount of sale and leaseback transactions
consummated pursuant to clause (iv) of Section 6.07, shall not exceed
$100,000,000 at any time outstanding;

     

    (l)    Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i)
such Indebtedness exists at the time such Person becomes a Subsidiary and is not
created in contemplation of or in connection with such Person becoming a
Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (l) shall not exceed $35,000,000 at any time
outstanding;

     

    (m)    Indebtedness
arising out of Capital Leases incurred in connection with sale and leaseback
transactions permitted by Section 6.07;

     

    (n)    Indebtedness
arising in respect of the Mercury Facility which shall not exceed $150,000,000
in aggregate principal amount at any time outstanding;

     

    (o)    Indebtedness
of the Company, any other Loan Party or any other Subsidiary that owns Available
Collateral that is secured by Available Collateral; provided that the
aggregate principal amount of the Indebtedness incurred pursuant to this
paragraph (o), together with the aggregate amount of sale and leaseback
transactions consummated pursuant to clause (iii) of Section 6.07, shall not to
exceed $70,000,000 at any time outstanding;

     

    (p)    Indebtedness
arising out of customer deposits in the ordinary course of
business;

     

    (q)    Indebtedness
with respect to surety bonds and similar arrangements incurred in the ordinary
course of business;

     

    (r)    Indebtedness
arising in connection with any Permitted Foreign Securitization;

     

    (s)    Indebtedness
of the Company incurred in connection with insurance premium financing
arrangements not to exceed $10,000,000 in the aggregate at any time outstanding;
and

     

    (t)    other
Indebtedness not to exceed $10,000,000 at any time outstanding.

     

    SECTION 6.01B    Preferred
Stock.  The Company will not issue any
preferred Equity Interests, except preferred Equity Interests the liquidation
value of which (excluding the liquidation value of any preferred Equity
Interests issued as pay-in-kind dividends or distributions), together with the
aggregate principal amount of Indebtedness incurred pursuant to Section
6.01A(j), shall not exceed $250,000,000 at any time outstanding, provided that both immediately before
and immediately after giving pro forma effect to any such issuance of preferred
Equity Interests, (A) no Default or Event of Default shall have occurred and be
continuing, (B) the Fixed Charge Coverage Ratio for the Text Period in effect at
the time of the issuance of such preferred Equity Interests shall be at least
1.25 to 1.00 and (C) after giving effect to the application of the proceeds
thereof, no Level 3 Minimum Availability Period shall be in effect.

     

     

    
      
        
        

      

      
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    SECTION 6.02    Liens.  No Loan Party will,
nor will it permit any of its Subsidiaries to, create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter acquired by
it, or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof except:

     

    (a)    Liens
created pursuant to any Loan Document;

     

    (b)    Permitted
Encumbrances;

     

    (c)    any Lien
on any property or asset of any Borrower or any Subsidiary existing on the date
hereof and listed in Schedule 6.02; provided that
(i) no such Lien shall extend to any other property or asset of any
Borrower or any Subsidiary and (ii) any such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that are permitted hereby;

     

    (d)    Liens on
fixed or capital assets acquired, constructed or improved by any Borrower or any
Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by Section
6.01A(e), (ii) such security interests and the Indebtedness secured thereby are
incurred prior to or within 180 days after such acquisition or the completion of
such construction or improvement, (iii) the Indebtedness secured thereby
does not exceed the cost of acquiring, constructing or improving such fixed or
capital assets and (iv) such security interests shall not apply to any
other property or assets of such Borrower or Subsidiary or any other Borrower or
Subsidiary;

     

    (e)    any Lien
existing on any property or asset prior to the acquisition thereof by any
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary or is merged or consolidated with any Borrower or any
Subsidiary after the date hereof prior to the time such Person becomes a
Subsidiary or is so merged or consolidated securing Indebtedness permitted under
Section 6.01A(l); provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition, merger or consolidation or such Person becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or
assets of such Borrower or Subsidiary or any other Borrower or Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition, merger or consolidation or the date such Person
becomes a Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that are permitted hereby;

     

    (f)    interests
of a lessor under any Capital Lease entered into in connection with sale and
leaseback transactions permitted pursuant to Section 6.07;

     

    (g)    Liens
granted by a Subsidiary that is not a Loan Party in favor of any Borrower or
another Loan Party in respect of Indebtedness owed by such
Subsidiary;

     

     

    
      
        
        

      

      
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    (h)    Liens on
property or assets of Foreign Subsidiaries and Foreign Holdcos outside the
United States of America and Liens on Foreign Receivables securing Indebtedness
permitted by Section 6.01A(k);

     

    (i)    Liens
securing Indebtedness permitted by Section 6.01A(i); provided that such
Liens are limited to (i) Liens on the Available Collateral and (ii) second
priority Liens on the Collateral (subject to the delivery of an intercreditor
agreement in form customary for financings of such type and otherwise
satisfactory to the Administrative Agent in its Permitted Discretion); Liens
securing Indebtedness permitted by Section 6.01A(o); provided that such
Liens are limited to Liens on the Available Collateral; and Liens on cash and
Cash Equivalents securing Indebtedness permitted by Section 6.01A(p) or
(q);

     

    (j)    Liens
on Mercury-Marine division receivables that are owed by Account Debtors
that are organized under any applicable law of the United States, any state of
the United States or the District of Columbia and related assets securing the
Mercury Facility;

     

    (k)    Liens on
Foreign Receivables and related assets arising in connection with any Permitted
Foreign Securitization;

     

    (l)    Liens
consisting of rights of first refusal, put/sale options and other customary
arrangements with respect to, and restrictions on, the sale, pledge or other
transfer of Equity Interests in Persons in which not all the Equity Interests
are owned by the Company and its Subsidiaries;

     

    (m)    Liens
arising from precautionary UCC financing statements or other Lien filings made
in respect of any lease or other Disposition permitted by this
Agreement;

     

    (n)    Liens on
rights in respect of insurance premiums paid on behalf of the Company securing
Indebtedness permitted pursuant to Section 6.01A(s); and

     

    (o)    other
Liens securing obligations in an aggregate amount outstanding at any time not in
excess of $10,000,000.

     

    Notwithstanding
the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at
any time attach to any Loan Party’s (i) Accounts, other than involuntary
Permitted Encumbrances and those permitted under paragraph (a), (c), (e), (g),
(h), (i), (j), (k) or (m), (ii) Inventory, other than involuntary Permitted
Encumbrances and those permitted under paragraph (a), (c), (e), (g), (h), (i),
(j), (k) or (m) above and (iii) assets (other than the Headquarters) to the
extent such Liens would constitute a utilization of Section 5.05(b) of the
Existing Notes Indenture, other than those permitted under paragraph (a)
above.  Notwithstanding anything to the contrary contained in this
Agreement or any Collateral Document (including any provision for, reference to,
or acknowledgement of, any Lien), nothing herein and no approval by the
Administrative Agent or the Lenders of any Lien (whether such approval is oral
or in writing) shall be construed as or deemed to constitute a subordination by
the Administrative Agent or the Lenders of any security interest or other right,
interest or Lien in or to the Collateral or any part thereof in favor of any
Lien or any holder of any Lien.

     

    SECTION 6.03    Fundamental
Changes.  (a)  No Loan Party will, nor will it permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Event of Default shall have occurred and be continuing (i) any Borrower
(other than the Company) or any Subsidiary of a Borrower may merge into a
Borrower in a transaction in which a Borrower is the surviving entity,
(ii) any Loan Party (other than a Borrower) may merge into any Loan Party
in a transaction in which the surviving entity is a Loan Party, (iii) any
Subsidiary that is not a Loan Party may liquidate or dissolve if the Company
determines in good faith that such liquidation or dissolution is in the best
interests of the Company and is not materially disadvantageous to the Lenders,
(iv) any non-Loan Party may merge into, or consolidate with, a Loan Party in a
transaction in which the surviving entity is a Loan Party and (v) any non-Loan
Party may merge into, or consolidate with, another non-Loan Party; provided that any
such merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.06.

     

     

    
      
        
        

      

      
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    (b)    No Loan
Party will, nor will it permit any of its Subsidiaries to, engage in any
business other than businesses of the type conducted by any of the Borrowers and
their Subsidiaries on the date of execution of this Agreement and businesses
reasonably related thereto.

     

    SECTION 6.04    Dispositions.  No Loan Party will, nor will it
permit any of its Subsidiaries to, make any Disposition of its property, whether
now owned or hereafter acquired (including receivables and leasehold interests
and any Equity Interest owned by it), nor will any Loan Party permit any of its
Subsidiaries to issue any additional Equity Interest in such Subsidiary (other
than to another Borrower or another Subsidiary in compliance with Section 6.05),
except for:

     

    (a)    sales,
transfers and dispositions of inventory in the ordinary course of
business;

     

    (b)    Dispositions
to any Borrower or any other Subsidiary, provided that any such Dispositions by
a Loan Party to a Subsidiary that is not a Loan Party shall be deemed to be an
Investment and shall be made in compliance with Section 6.06;

     

    (c)    Dispositions
of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business and consistent with past
practices;

     

    (d)    Dispositions
that are Investments permitted by Section 6.06;

     

    (e)    sales to
effect sale and leaseback transactions permitted by Section 6.07;

     

    (f)    Dispositions
resulting from any casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Borrower or any Subsidiary;

     

    (g)    Dispositions
of assets (other than Equity Interests in a Subsidiary of the Company unless all
such Equity Interests in such Subsidiary are sold) that are not permitted by any
other paragraph of this Section, provided that the
fair market value of all assets sold, transferred or otherwise disposed of in
reliance upon this paragraph (g) shall not exceed $360,000,000 in the aggregate,
net of the aggregate fair market value of all assets of the Bowling &
Billiards Division and the Fitness Division acquired after September 30, 2008,
and, in any fiscal year, shall not exceed $120,000,000 in the aggregate, net of
the aggregate fair market value of all assets of the Bowling & Billiards
Division and the Fitness Division acquired after September 30, 2008; provided further that (i) no
more than $37,000,000 in the aggregate of the assets of the Bowling &
Billiards Division, net of the aggregate fair market value of all assets of the
Bowling & Billiards Division acquired after September 30, 2008, may be sold,
transferred or otherwise disposed of in reliance upon this paragraph (g), and
(ii) and no more than $67,000,000 in the aggregate of the assets of the Fitness
Division, net of the aggregate fair market value of all assets of the Fitness
Division acquired after September 30, 2008, may be sold, transferred or
otherwise disposed of in reliance upon this paragraph (g);

     

     

    
      
        
        

      

      
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    (h)    Restricted
Payments permitted by Section 6.08;

     

    (i)    Dispositions
listed on Schedule 6.04;

     

    (j)    Dispositions
of cash and Cash Equivalents in the ordinary course of business or in connection
with a transaction otherwise permitted under this Agreement;

     

    (k)    Dispositions
in connection with a Permitted Foreign Securitization;

     

    (l)    Dispositions
of receivables, leases and secured loans in the ordinary course of business and
consistent with past practices in connection with customer finance programs;
and

     

    (m)    Dispositions
of Inventory between or among any Borrower and any Subsidiary in the ordinary
course of business and consistent with past practices;

     

    provided that all
Dispositions permitted hereby (other than those permitted by paragraphs (b) (to
the extent the applicable transaction is solely among Loan Parties), and (f),
(h) and (m) above) shall be made for fair value and (other than Permitted
Non-Cash Sales and other than those permitted by paragraphs (b), (c), (d), (f),
(h), (j) and (m) above) for at least 75%
cash consideration.  “Permitted Non-Cash
Sales” means Dispositions for less than 75% cash consideration that taken
together include assets having a fair value (net of liabilities assumed by the
purchasers in connection with such Dispositions) of not more than $25,000,000,
it being understood that a Disposition shall be deemed to be for 75% cash
consideration from and after the date on which the aggregate cash consideration
realized in respect of such Disposition (whether through cash payments made in
respect of notes taken as initial consideration or cash payments received in
respect of a further Disposition of any initial consideration or otherwise)
equals or exceeds 75% of the total consideration received in respect
thereof.

     

    SECTION 6.05    Transactions with
Affiliates.  No Loan Party will, nor will it permit any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except
(a) transactions that are at prices and on terms and conditions not less
favorable to such Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions solely
between or among any Borrower and any Subsidiary that is a Loan Party not
involving any other Affiliate, (c) any loans, advances, Guarantees and other
Investments permitted by Section 6.06(b), (c), (d), (f), (i) or (l), (d) any
Indebtedness permitted under Section 6.01A(b), (c), (d) or, to the extent
relating to the foregoing, (f), (e) any Restricted Payment permitted by
Section 6.08, (f) loans or advances to employees permitted under Section 6.06,
(g) the payment of reasonable fees to directors of any Borrower or any
Subsidiary who are not employees of such Borrower or Subsidiary, and
compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of the Borrowers or their
Subsidiaries in the ordinary course of business, (h) any issuances of securities
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment agreements, stock options, equity incentive
and stock ownership plans approved by a Borrower’s or Subsidiary’s board of
directors and the 2005 Elective Deferred Incentive Compensation Plan, (i)
transactions with the BAC Joint Venture consisting of (x) receivables
securitizations entered into in the ordinary course of business and consistent
with past practices (y) cash equity contributions by the Company and/or any
Subsidiary to the BAC Joint Venture permitted by Section 6.06(n), (j)
transactions arising in connection with any Permitted Foreign Securitization,
and (k) sales of Inventory permitted by Section 6.04(m).

     

     

    
      
        
        

      

      
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    SECTION 6.06    Investments, Loans,
Advances, Guarantees and Acquisitions.  No Loan Party will, nor
will it permit any Subsidiary to, purchase, hold or acquire (including pursuant
to any merger with any Person that was not a Loan Party and a wholly owned
Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any
of the foregoing) of, make or permit to exist any loans or advances or
extensions of credit to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit (whether through purchase of
assets, merger or otherwise) (each such transaction, an “Investment”),
except:

     

    (a)    Cash
Equivalents;

     

    (b)    Investments
in existence on the date of this Agreement and described on Schedule
6.06;

     

    (c)    intercompany
Investments (including intercompany Guarantees of Indebtedness) by the Company
in any Subsidiary or by any Subsidiary in the Company or any other Subsidiary;
provided that
the aggregate amount of any Investments made after the Effective Date in
reliance on this paragraph (c) by Loan Parties in Subsidiaries that are not Loan
Parties (other than Investments arising as a result of cash management
transactions in the ordinary course of business and consistent with past
practices and Guarantees permitted under Section 6.01A(k)) shall not exceed
$20,000,000 at any time outstanding plus, so long as both immediately before and
immediately after giving pro forma effect thereto,
(i) no Default or Event of Default shall have occurred and be continuing, (ii)
the Fixed Charge Coverage Ratio for the Test Period in effect at the time such
Investment is to occur is at least 1.25 to 1.00 (determined on a Pro Forma Basis
in respect of the Test Period in effect at such time) and (iii) no Level 3
Minimum Availability Period shall be in effect, an amount not to exceed
$20,000,000 at any time outstanding;

     

     

    
      
        
        

      

      
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    (d)    Guarantees
constituting Indebtedness permitted by Section 6.01A; provided that the
aggregate amount of any Guarantees incurred in reliance on this paragraph (d) by
any Loan Party of any Indebtedness of Subsidiaries that are not Loan Parties
shall not exceed $10,000,000;

     

    (e)    loans or
advances made by any Loan Party and the Subsidiaries to their employees on an
arms’-length basis in the ordinary course of business and consistent with past
practices for travel and entertainment expenses, relocation costs and similar
purposes up to a maximum of $10,000,000 in the aggregate at any time
outstanding;

     

    (f)    notes
payable, or stock or other securities issued by Account Debtors to any Loan
Party pursuant to negotiated agreements with respect to settlement of such
Account Debtor’s Accounts and other Investments arising in connection with the
compromise, settlement or collection of accounts receivable, in each case in the
ordinary course of business and consistent with past practices;

     

    (g)    Investments
in the form of Swap Agreements permitted by Section 6.12;

     

    (h)    Investments
of any Person existing at the time such Person becomes a Subsidiary of the
Company or consolidates or merges with the Company or any of the Subsidiaries
(including in connection with a Permitted Acquisition) so long as such
Investments were not made in contemplation of such Person becoming a Subsidiary
or of such merger;

     

    (i)    Investments
received in connection with the dispositions of assets permitted by Section
6.04;

     

    (j)    Investments
constituting deposits described in clauses (c) and (d) of the definition of
the term “Permitted Encumbrances.”;

     

    (k)    Permitted
Acquisitions from and after the Trigger Date, so long as both immediately before
and immediately after giving pro forma effect to such
Permitted Acquisition, (i) no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) the Fixed Charge Coverage
Ratio for the Test Period in effect at the time such Permitted Acquisition is to
occur shall be at least 1.25 to 1.00 (determined on a Pro Forma Basis in respect
of the Test Period in effect at such time), and (iii) no Level 3 Minimum
Availability Period shall be in effect;

     

    (l)    Guarantees
of the Company or any of its Subsidiaries of leases (other than Capital Leases)
or of other obligations that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;

     

    (m)    other
Investments not otherwise permitted by this Section 6.06 in an aggregate amount
in any fiscal year not to exceed (x) when combined with Sections 6.08(a)(v) and
6.08(b)(vi), $5,000,000 plus (y) so long as both immediately before and
immediately after giving pro forma effect to such
Investment (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (ii) the Leverage Ratio for the Test
Period in effect at the time such Investment is to occur shall be less than or
equal to 2.50 to 1.00 (determined on a Pro Forma Basis in respect of the Test
Period in effect at such time) and (iii) no Level 3 Minimum Availability Period
shall be in effect, the Available Amount that is Not Otherwise
Applied;

     

     

    
      
        
        

      

      
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    (n)    Investments
in the BAC Joint Venture (A) existing on the Effective Date, and (B) made after
the Effective Date pursuant to the BAC Joint Venture Obligations in accordance
with the BAC LLC Agreement as in effect on the Effective Date (or as amended in
accordance with Section 6.10); and Investments made in Brunswick Financial
Services Corporation to the extent the proceeds thereof are applied to make any
such Investment in the BAC Joint Venture;

     

    (o)    (i)
Investments in the joint ventures identified on Schedule 6.06(o) from and after
the Trigger Date in an aggregate amount not to exceed $10,000,000 at any time
outstanding; provided that
immediately before and immediately after giving pro forma effect to such
Investment, no Default or Event of Default shall have occurred and be continuing
or would result therefrom; (ii) Investments from and after the Trigger Date to
acquire minority interests in Foreign Subsidiaries in an aggregate amount not to
exceed $10,000,000 at any time outstanding; provided that
immediately before and immediately after giving pro forma effect to such
Investment, no Default or Event of Default shall have occurred and be continuing
or would result therefrom; and (iii) additional Investments in joint ventures
and Permitted Foreign Acquisitions, in each case, from and after the Trigger
Date so long as both immediately before and immediately after giving pro forma effect to such
Investment or Permitted Foreign Acquisitions (A) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, (B) the Fixed
Charge Coverage Ratio for the Test Period in effect at the time of such
Investment is to occur shall be at least 1.25 to 1.00 (determined on a Pro Forma
Basis in respect of the Test Period in effect at such time), (C) no Level 3
Minimum Availability Period shall be in Effect, and (D) the aggregate amount of
all Investments permitted by this paragraph (o) shall not exceed
$30,000,000;

     

    (p)    Investments
acquired as a result of the performance of Customer Finance Program Obligations
and other Investments arising in connection with the compromise, settlement or
collection of such Investments in the ordinary course of business and consistent
with past practices; Investments consisting of Indebtedness of customers held
pending Disposition pursuant to a customer finance program in the ordinary
course of business and consistent with past practices; and Investments in an
aggregate amount not to exceed $5,000,000 at any time outstanding of Blue Water
Dealer Services, Inc. consisting of Indebtedness of retail customers held until
funded by a retail finance lender;

     

    (q)    Investments
arising in connection with any Permitted Foreign Securitization;

     

    (r)    Investments
from and after the Trigger Date to acquire Bowling Assets in an aggregate amount
not to exceed $20,000,000 at any time outstanding; provided that
immediately before and immediately after giving pro forma effect to such
Investment, no Default or Event of Default shall have occurred and be continuing
or would result therefrom; and

     

     

    
      
        
        

      

      
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    (s)    other
Investments not otherwise permitted by this Section 6.06 in an aggregate amount
not to exceed $25,000,000 at any time outstanding.

     

    SECTION 6.07    Sale and Leaseback
Transactions.  No Loan Party will, nor will it permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred, except for (i) any
such sale of any fixed or capital assets by any Borrower or any Subsidiary that
is made for cash consideration in an amount not less than the fair value of such
fixed or capital asset and is consummated within 180 days after such Borrower or
such Subsidiary acquires or completes the construction of such fixed or capital
asset, provided
that the aggregate amount of sale and leaseback transactions consummated
pursuant to this clause (i), together with the aggregate principal amount of
Indebtedness incurred under Section 6.01A(e) at any time outstanding, shall not
exceed $50,000,000, (ii) Permitted Refinancing Sale and Leaseback Transactions,
(iii) Permitted Other Sale and Leaseback Transactions in an aggregate amount,
together with the aggregate principal amount of Indebtedness incurred under
Section 6.01A(o) at any time outstanding, not to exceed $70,000,000 and (iv)
Permitted Foreign Sale and Leaseback Transactions in an aggregate amount,
together with the aggregate principal amount of Indebtedness incurred under
Section 6.01A(k) at any time outstanding, not to exceed
$100,000,000.

     

    SECTION 6.08    Restricted Payments;
Certain Payments of Indebtedness. 

     

    (a)    No Loan
Party will, nor will it permit any Subsidiary to, declare or make, or agree to
pay or make, directly or indirectly, any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except (i) each Loan Party and
its Subsidiaries may declare and pay dividends or other distributions with
respect to its common Equity Interests payable solely in additional shares of
its common Equity Interests, and, with respect to its preferred Equity
Interests, payable solely in additional shares of such preferred Equity
Interests or in shares of its common Equity Interests, (ii) Subsidiaries may
declare and pay dividends ratably with respect to their Equity Interests, (iii)
the Company may make Restricted Payments, not exceeding $2,000,000 during any
fiscal year, pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of the Company and any of its
Subsidiaries and for deceased and terminated employees and present and former
directors (including their estates), (iv) the Company may declare and pay
dividends with respect to any preferred Equity Interests issued pursuant to
Section 6.01B and (v) the Company may make other Restricted Payments in an
aggregate amount in any fiscal year not to exceed the sum of (x) when combined
with Sections 6.06(m) and 6.08(b)(vi), $5,000,000 plus (y) so long as both
immediately before and immediately after giving pro forma effect to such
Restricted Payment (A) no Default or Event of Default shall have occurred and be
continuing, (B) the Leverage Ratio for the Test Period in effect at the time
such Restricted Payment is to occur shall be less than or equal to 2.50 to 1.00
(determined on a Pro Forma Basis in respect of the Test Period in effect at such
time) and (C) no Level 3 Minimum Availability Period shall be in effect, the
Available Amount that is Not Otherwise Applied.

     

     

    
      
        
        

      

      
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    (b)    No Loan
Party will, nor will it permit any Subsidiary to, make or agree to pay or make,
directly or indirectly, any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on
any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness, except:

     

    (i)    payment
of Indebtedness created under the Loan Documents;

     

    (ii)    payment
of regularly scheduled interest and principal payments as and when due in
respect of any Indebtedness, other than payments in respect of the Subordinated
Indebtedness prohibited by the subordination provisions thereof;

     

    (iii)     refinancings
of Indebtedness to the extent permitted by Section 6.01A;

     

    (iv)    payment
of secured Indebtedness that becomes due as a result of the Disposition of the
property or assets securing such Indebtedness;

     

    (v)    payment
of Indebtedness owed to the Company or any other Loan Party, payment of
Indebtedness owed to any Subsidiary arising in respect of cash management
transactions in the ordinary course of business and consistent with past
practices, and payment of any Indebtedness owed to any Subsidiary that was
originally incurred as a cash management transaction in the ordinary course of
business and consistent with past practices;

     

    (vi)    payment
of Indebtedness under overdraft facilities and under short-term or demand credit
facilities;

     

    (vii)    other
payments in respect of Indebtedness in an aggregate amount in any fiscal year
not to exceed the sum of (x) when combined with Sections 6.06(m) and 6.08(a)(v),
$5,000,000 plus (y) so long as both immediately before and immediately after
giving pro
forma effect to
such payment (A) no Default or Event of Default shall have occurred and be
continuing, (B) the Leverage Ratio for the Test Period in effect at the time
such payment is to occur shall be less than or equal to 2.50 to 1.00 (determined
on a Pro Forma Basis in respect of the Test Period in effect at such time) and
(C) no Level 3 Minimum Availability Period shall be in effect, the Available
Amount that is Not Otherwise Applied; and

     

    (viii)    repayments
or repurchases of the Existing 2011 Notes if, on a Pro Forma Basis after giving
effect to such repayment or repurchase (x) no Loans are outstanding, (y) the
Company and the other Loan Parties have at least $50,000,000 of cash and Cash
Equivalents on hand and (z) no Default or Event of Default shall have occurred
and be continuing.

     

     

    
      
        
        

      

      
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    SECTION 6.09    Restrictive
Agreements.  No Loan Party will, nor will it permit any
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of such Loan Party or any of its Subsidiaries to
create, incur or permit to exist any Lien upon any of its property or assets to
secure the Secured Obligations, (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any of its Equity Interests or
to make or repay loans or advances to, or other Investments in, any Borrower or
any other Subsidiary or to Guarantee the Secured Obligations or (c) the ability
of any Subsidiary to transfer any of its assets to the Borrowers or any other
Subsidiary of the Borrowers; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.09 (or to any
extension or renewal of, or any amendment or modification thereof, to the extent
the scope of any such restriction or condition is not expanded in any material
respect), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to (A) Indebtedness secured by, or
sale and leaseback transactions in respect of, Available Collateral, provided such
restrictions apply solely to the assets included in the Available Collateral and
the Subsidiaries that own the Available Collateral, (B) any Permitted Foreign
Securitization, provided such
restrictions apply solely to the applicable Foreign Receivables and related
assets, any applicable Permitted Foreign Securitization Subsidiary and the
Subsidiaries that own such Foreign Receivables, or (C) any Indebtedness incurred
under Section 6.01A(k), provided such
restrictions apply solely to the applicable Foreign Subsidiary or Foreign Holdco
and its Subsidiaries, (iv) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary or assets pending such sale, provided such restrictions and
conditions apply only to the Subsidiary or assets to be sold and such sale is
permitted hereunder, (v) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to (x) the Mercury
Facility or any other secured Indebtedness or any sale and leaseback transaction
permitted by this Agreement if such restrictions or conditions apply only to the
property or assets securing such Indebtedness or (y) any Indebtedness of any
Foreign Subsidiary if such restrictions or conditions apply only to property or
assets of Foreign Subsidiaries and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases restricting the assignment
thereof.

     

    SECTION 6.10    Amendment of Material
Documents; Customer Finance Program Obligations.  No Loan Party
will, nor will it permit any Subsidiary to, amend, modify or waive any of its
rights under (a) any agreement relating to any Subordinated Indebtedness, the
Existing Notes (including the Existing Notes Indenture), the BAC LLC Agreement
or any Indebtedness permitted pursuant to Section 6.01A(i) or (j), or (b) its
certificate of incorporation, by-laws, operating, management or partnership
agreement or other organizational documents, in each case to the extent any such
amendment, modification or waiver would be materially adverse to the
Lenders.  For the avoidance of doubt, and without limitation, the
following amendments, modifications or waivers of the BAC LLC Agreement shall be
deemed not to be materially adverse to the Lenders:  (1) any increase
in pricing, (2) any change of the term so long as the term continues to extend
beyond the Commitment Termination Date, (3) any change in Customer Finance
Program Obligations so long as at the time of such amendment, modification or
waiver the aggregate amount of any incremental Customer Finance Program
Obligations to be incurred as a result thereof would be permitted under the next
succeeding sentence, and (4) any agreement to incur any Indebtedness, to provide
any Lien or to make any Investment so long as at the time of such amendment,
modification or waiver such Indebtedness, Lien or Investment would be permitted
to be incurred under Section 6.01A, 6.02 or 6.04 respectively.  As at
the last day of any fiscal quarter of the Company ending after the Effective
Date, the aggregate amount of (A) Customer Finance Program Obligations that are
inventory repurchase obligations shall not exceed the greater of (x) 25% of the
aggregate outstanding amount as of such day of the dealer obligations in respect
of products of the Company and its Subsidiaries financed though any customer
finance program and (y) $235,000,000, and (B) Customer Finance Program
Obligations that are recourse obligations shall not exceed the greater of (x)
40% of the aggregate outstanding amount as of such day of the dealer obligations
in respect of products of the Company and its Subsidiaries financed though any
customer finance program and (y) $130,000,000.

     

     

    
      
        
        

      

      
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    SECTION
6.11    Financial
Covenants. 

     

    (a)    Minimum Fixed Charge
Coverage Ratio.  On or after the Trigger Date, beginning upon
the event that Availability is, for 5 consecutive Business Days, less than the
greater of (x) 15% of the Total Commitments and (y) $60,000,000 (but beginning
immediately in the event that Availability is less than the greater of (x) 12.5%
of the Total Commitments and (y) $50,000,000), and ending after Availability is
greater than such amounts for 30 consecutive days, the Loan Parties will not
permit the Fixed Charge Coverage Ratio as at the last day of any Test Period
(including the last Test Period prior to the commencement of such Minimum
Availability Period for which financial statements for the quarter or fiscal
year then ended have been (or were required to be) delivered pursuant to Section
5.01(a) or 5.01(b), as applicable) to be less than 1.10 to 1.00.

     

    (b)    Minimum
EBITDA.  At any time prior to the Trigger Date, beginning on
the later of (x) January 15, 2009 and (y) the date Loans are first made, and
ending on the Trigger Date, the Loan Parties will not permit Consolidated EBITDA
as at the last day of each fiscal quarter of the Company ending after the
Effective Date for the Test Period of the Company then ending to be less than
$140,000,000.

     

    SECTION 6.12    Swap
Agreements. No Loan Party will, nor will it permit any of its
Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which any Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of any
Subsidiary of the Company), and (b) Swap Agreements entered into in order to
effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of any Borrower or any
Subsidiary.

     

    SECTION 6.13    Changes in Fiscal
Periods.  No Loan Party will, nor will it permit any of its
Subsidiaries to, permit the fiscal year of any Loan Party to end on a day other
than December 31 or change a Loan Party’s method of determining fiscal
quarters.

     

    SECTION 6.14    Lines of
Business.  No Loan Party will, nor will it permit any of
its Subsidiaries to, enter into any business, either directly or through any
Subsidiary, except for those businesses in which the Loan Party and its
Subsidiaries are engaged on the date of this Agreement or that are reasonably
related thereto.

     

    ARTICLE VII

     

    EVENTS OF
DEFAULT

     

    If any of
the following events (“Events of Default”)
shall occur:

     

    (a)    any
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

     

     

    
      
        
        

      

      
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    (b)    any
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or under any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of three Business Days or more;

     

    (c)    any
representation or warranty made or deemed made by or on behalf of any Loan Party
or any of their Subsidiaries in or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver
hereunder or thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver
hereunder or thereunder, shall prove to have been incorrect in any material
respect when made or deemed made or furnished;

     

    (d)    any Loan
Party shall fail to observe or perform any covenant, condition or agreement
contained in Section 4.01(j), 5.02(a), 5.03 (with respect to any Loan Party’s
existence) or 5.08 or Article VI, or, during a Cash Dominion Period, commit a
material breach of any covenant, condition or agreement contained in Section 7.1
of the Security Agreement;

     

    (e)    any Loan
Party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b),
(c) or (d) of this Article) or any other Loan Document and such failure shall
continue unremedied (i) for a period of 5 or more days after notice thereof from
the Administrative Agent (which notice will be given at the request of any
Lender) if such breach relates to terms or provisions of Section 5.01(f) or
5.01(g), (ii) for a period of 15 or more days after notice thereof from the
Administrative Agent (which notice will be given at the request of any Lender)
if such breach relates to terms or provisions of Section 5.10 or 5.11 or (iii)
for a period of 30 or more days after notice thereof from the Administrative
Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of any other Section of this Agreement or any
other Loan Document;

     

    (f)    any Loan
Party or any Subsidiary shall fail to make any payment (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness, when
and as the same shall become due and payable, or any event or condition occurs
that results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this
clause (f) shall not apply to secured Indebtedness that becomes due as
a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;

     

     

    
      
        
        

      

      
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    (g)    an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) bankruptcy, liquidation, winding up, dissolution,
reorganization, examination, suspension of general operations or other relief in
respect of a Loan Party or any Subsidiary (other than any Non-Material
Subsidiary) of a Loan Party or its debts, or of a substantial part of its
assets, under any Insolvency Law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or any Subsidiary (other than any
Non-Material Subsidiary) of any Loan Party or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue
undismissed for a period of 60 or more days or an order or decree approving or
ordering any of the foregoing shall be entered;

     

    (h)    any Loan
Party or any Subsidiary (other than any Non-Material Subsidiary) of any Loan
Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Insolvency Law now
or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (g) of this Article, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or any Subsidiary (other than any
Non-Material Subsidiary) of a Loan Party or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

     

    (i)    any Loan
Party or any Subsidiary (other than any Non-Material Subsidiary) of a Loan Party
shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;

     

    (j)    one or
more judgments for the payment of money in an aggregate amount in excess of
$35,000,000 shall be rendered against any Loan Party or any Subsidiary of any
Loan Party or any combination thereof and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to
enforce any such judgment;

     

    (k)    (i) an
ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United
States district court to administer any Plan, (iii) the PBGC shall institute
proceedings to terminate any Plan(s), (iv) any Loan Party or any of their
respective ERISA Affiliates shall have been notified by the sponsor of a
Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability
to such Multiemployer Plan, or (v) any other event or condition shall occur or
exist with respect to a Plan; and in each case in clauses (i) through (v) above,
such event or condition, that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect;

     

    (l)    a Change
in Control shall occur;

     

     

    
      
        
        

      

      
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    (m)    the Loan
Guaranty shall fail to remain in full force or effect with respect to any
Guarantor or any action shall be taken by any Guarantor to discontinue or to
assert the invalidity or unenforceability of the Loan Guaranty with respect to
any Guarantor, or any Guarantor shall deny that it has any further liability
under the Loan Guaranty, or shall give notice to such effect, or shall contest
the enforceability of the Loan Guaranty;

     

    (n)    any
Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any material portion of the Collateral (in
the reasonable determination of the Administrative Agent or the Required
Lenders) purported to be covered thereby, except as permitted by the terms of
the Loan Documents, or any material Collateral Document shall fail to remain in
full force or effect or any action shall be taken by any Loan Party to
discontinue or to assert the invalidity or unenforceability of any material
Collateral Document, except in each case for the failure or loss of perfection
resulting from the limitations of foreign laws, rules and regulations as they
apply to pledges of Equity Interests of Foreign Subsidiaries or from the failure
of the Administrative Agent, through no fault of any Loan Party, to maintain
possession of certificates delivered to it representing securities pledged under
any Collateral Document;

     

    (o)    any Loan
Party or any Subsidiary of any Loan Party shall (i) be the subject of any
proceeding or investigation pertaining to the release of any Hazardous Material
into the indoor or outdoor environment, or (ii) violate any Environmental Law,
which, in the case of any event described in clause (i) or clause (ii), has
resulted in an Environmental Liability in an amount which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,
which Environmental Liability is not properly reserved against, paid, bonded or
otherwise discharged within thirty (30) days or which is not
being  reasonably contested in good faith; provided that, after taking
into account any such reserve, or the terms of any such payment, bond or
discharge, or the pendency of any such contestment, such Environmental Liability
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect;

     

    (p)    any of
the Existing 2011 Notes shall remain outstanding (and not (i) defeased or (ii)
otherwise subject to cash collateral or escrow arrangements satisfactory to the
Administrative Agent) on December 31, 2010;

     

    (q)    or any
Loan Party shall challenge the enforceability of any Loan Document or shall
assert in writing, or engage in any action or inaction based on any such
assertion, that any Loan Document has ceased to be or otherwise is not valid,
binding and enforceable in accordance with its terms; or

     

    (r)    the
termination or material modification of the financing under the BAC LLC
Agreement (other than the receivables sale program of the United States
Mercury-Marine division) or any other domestic floor plan financing which
reduces the aggregate amount of available domestic floor plan financing if, at
any time thereafter prior to the replacement of the applicable floor plan
financing, (x) the Company and its Subsidiaries have domestic marine receivables
in respect of the sale of finished boat product (other than parts) sold on terms
longer than 45 days in an aggregate amount greater than $150,000,000 and (y)
Availability is less than $100,000,000;

     

     

    
      
        
        

      

      
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    then, and
in every such event (other than an event with respect to the Borrowers described
in clause (g) or (h) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request
of the Required Lenders shall, by notice to the Company (on behalf of itself and
all other Loan Parties), take either or both of the following actions, at the
same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Loan Parties accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Loan Parties; in case of any event with
respect to the Borrowers described in clause (g) or (h) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Loan Parties accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Loan Parties.  Upon
the occurrence and the continuance of an Event of Default, the Administrative
Agent may, and at the request of the Required Lenders shall, exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at
law or equity, including all remedies provided under the Uniform Commercial
Code.

     

    ARTICLE VIII

     

    THE ADMINISTRATIVE
AGENT

     

    Each of
the Lenders and the Issuing Lenders hereby irrevocably appoints the
Administrative Agent as its agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf,
including execution of the other Loan Documents, and to exercise such powers as
are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental
thereto.

     

    The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, and such Person and its
Affiliates may accept deposits from, lend money to, invest in and generally
engage in any kind of business with the Loan Parties or any Subsidiary of a Loan
Party or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

     

     

    
      
        
        

      

      
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    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.02), and (c) except as expressly
set forth herein and in the other Loan Documents, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to any Loan Party or any Subsidiary of any
Loan Party that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02) or in the absence of its own gross negligence or
willful misconduct.  The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Company or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein, (iv) the adequacy, accuracy or completeness of any information
(whether oral or written) set forth herein or therein, or in connection herewith
or therewith, (v) the validity, enforceability, adequacy, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, (vi) the creation, perfection or priority of Liens on
the Collateral or the existence of the Collateral, or (vii) the
satisfaction of any condition set forth in Article IV or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

     

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, (i) any representation, notice, request,
certificate, consent, statement, instrument, document or other writing or
communication believed by it to be genuine and to have been authorized, signed
or sent by the proper Person, (ii) any statement made to it orally or by
telephone and believed by it to be made or authorized by the proper Person or
(iii) any statement made by a director, authorized signatory or employee of any
Person regarding any matters which may reasonably be assumed to be within his or
her knowledge or within his or her power to verify.  The Administrative
Agent may consult with legal counsel (who may be counsel for the Company or any
of its Subsidiaries), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.

     

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

     

     

    
      
        
        

      

      
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    The
Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Lenders and the Company.  Upon any such resignation, the Required
Lenders shall have the right to appoint a successor with (unless an Event of
Default shall have occurred and be continuing) the prior written consent of the
Company (which consent shall not be unreasonably withheld).  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent’s
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges,
obligations and duties of the retiring (or retired) Administrative Agent and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder (if not already discharged therefrom as provided above in
this paragraph).  The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor.  After the
Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 10.03 shall continue in effect for the benefit of
such retiring Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

     

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

     

    Each
Lender hereby agrees that (a) it has requested a copy of each Report prepared by
or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes
no representation or warranty, express or implied, as to the completeness or
accuracy of any Report or any of the information contained therein or any
inaccuracy or omission contained in or relating to a Report and (ii) shall not
be liable for any information contained in any Report; (c) the Reports are not
comprehensive audits or examinations, and that any Person performing any field
examination will inspect only specific information regarding the Loan Parties
and will rely significantly upon the Loan Parties’ books and records, as well as
on representations of the Loan Parties’ personnel and that the Administrative
Agent undertakes no obligation to update, correct or supplement the Reports; (d)
it will keep all Reports confidential and strictly for its internal use, and it
will not share the Report with any other Person except as otherwise permitted
pursuant to Section 10.12 of this Agreement; and (e) without limiting the
generality of any other indemnification provision contained in this Agreement,
it will pay and protect, and indemnify, defend, and hold the Administrative
Agent and any such other Person preparing a Report harmless from and against,
the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including reasonable attorney fees) incurred by as the direct or indirect
result of any third parties who might obtain all or part of any Report through
the indemnifying Lender (except as permitted pursuant to Section 10.12 of this
Agreement).

     

     

    
      
        
        

      

      
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    Except as
otherwise provided in Section 10.02(b) with respect to this Agreement,
the Administrative Agent may, with the prior consent of the Required Lenders
(but not otherwise), consent to any modification, supplement or waiver under any
of the Loan Documents.

     

    Each
Lender, Issuing Lender and Agent hereby authorizes and directs the
Administrative Agent to enter on its behalf into the intercreditor agreement
contemplated by clause (ii) of Section 6.02(i) if the Company shall request that
the Administrative Agent do so.

     

    Notwithstanding
anything herein to the contrary, the Joint Lead Arrangers, Joint Bookrunners,
Syndication Agent and Documentation Agents named on the cover page of this
Agreement shall not have any duties or liabilities under this Agreement, except
in their capacity, if any, as Lenders.

     

    ARTICLE IX

     

    GUARANTEE

     

                                   
SECTION 9.01    The
Guarantee.  Each Guarantor hereby agrees that it is jointly and
severally liable for, and, as primary obligor and not merely as surety,
absolutely and unconditionally guarantees to each Secured Party and their
respective successors and assigns the prompt payment in full when due (whether
by acceleration or otherwise) of the principal of and interest on the Loans made
by the Lenders to each Borrower and all reimbursement obligations in respect of
LC Disbursements and all interest thereon payable by each Borrower pursuant to
this Agreement, and all other amounts from time to time owing to the Secured
Parties by each Borrower under this Agreement or under any of the other Loan
Documents, any Letter of Credit, any Specified Swap or Banking Services
Agreement, or any other document made, delivered or given in connection with any
of the foregoing, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Secured Parties, in each case strictly in accordance with the terms thereof
(such obligations being herein collectively called the “Guaranteed
Obligations”).  Each Guarantor hereby further agrees that if
any Borrower shall fail to pay in full when due (whether by acceleration or
otherwise) any of the Guaranteed Obligations, such Guarantor will 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 Guaranteed Obligations,
the same will be promptly paid in full when due (whether by acceleration or
otherwise) in accordance with the terms of such extension or
renewal.

     

     

    
      
        
        

      

      
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    SECTION 9.02    Obligations
Unconditional.  The Guaranteed Obligations of each
Guarantor are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of the obligations of the
Borrowers under this Agreement, the other Loan Documents or any other agreement
or instrument referred to herein, or any substitution, release or exchange of
any other guarantee of or security for any of the Guaranteed Obligations, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section that the obligations of each Guarantor hereunder shall be absolute
and unconditional under any and all circumstances.  Without limiting the
generality of the foregoing, it is agreed that 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:

     

    (i)    at any
time or from time to time, without notice to such Guarantor, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;

     

    (ii)   any of
the acts mentioned in any of the provisions of this Agreement or any other
agreement or instrument referred to herein shall be done or
omitted;

     

    (iii)         
the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be modified, supplemented or amended in any
respect, or any right under this Agreement or any other agreement or instrument
referred to herein shall be waived or any other guarantee of any of the
Guaranteed Obligations or any security therefor shall be released or exchanged
in whole or in part or otherwise dealt with; or

     

    (iv)         
any lien
or security interest granted to, or in favor of, the Administrative Agent, any
Issuing Lender or Issuing Lenders or any Lender or Lenders as security for any
of the Guaranteed Obligations shall fail to be perfected.

     

    Each
Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent, any Issuing Lender or any Lender exhaust any right, power or remedy or
proceed against any Borrower or Guarantor under this Agreement or any other
agreement or instrument referred to herein, or against any other Person under
any other guarantee of, or security for, any of the Guaranteed
Obligations.

     

    Each
Guarantor represents and warrants that in executing and delivering this
Agreement as guarantor, such Guarantor has (i) without reliance on any
Lender, any Issuing Lender, the Swingline Lender or the Administrative Agent or
any information received from any Lender, any Issuing Lender, the Swingline
Lender or the Administrative Agent and based upon such documents and information
such Guarantor deems appropriate, made an independent investigation of the
transactions contemplated hereby, the other Loan Parties, their respective
business, assets, operations, prospects and condition, financial or otherwise,
and any circumstances which may bear upon such transactions, the other Loan
Parties or the obligations and risks undertaken herein with respect to the
Guaranteed Obligations; (ii) adequate means to obtain from the other Loan
Parties on a continuing basis information concerning the other Loan Parties;
(iii) full and complete access to the Loan Documents and any other
documents executed in connection with the Loan Documents; and (iv) not
relied and will not rely upon any representations or warranties of any Lender,
any Issuing Lender, the Swingline Lender or the Administrative Agent not
embodied herein or any acts heretofore or hereafter taken by any Lender, any
Issuing Lender, the Swingline Lender or the Administrative Agent (including any
review by any Lender, any Issuing Lender, the Swingline Lender or the
Administrative Agent of the affairs of any other Loan Party).

     

     

    
      
        
        

      

      
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    SECTION 9.03    Reinstatement.  The obligations of each
Guarantor under this Article shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of any Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and such Guarantor
agrees that it will indemnify the Administrative Agent, each Issuing Lender and
each Lender on demand for all reasonable costs and expenses (including
reasonable fees of counsel) incurred by the Administrative Agent, such Issuing
Lender or such Lender in connection with such rescission or restoration,
including any such reasonable 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.

     

    SECTION 9.04    Subrogation.  Each Guarantor hereby agrees
that until the payment and satisfaction in full of all Secured Obligations and
the expiration or termination of all Letters of Credit and all Commitments, it
shall not exercise any right or remedy arising by reason of any performance by
it of its guarantee in Section 9.01, whether by subrogation or otherwise,
against any Loan Party or any other guarantor of any of the Guaranteed
Obligations or any security for any of the Guaranteed Obligations.

     

    SECTION 9.05    Remedies.  Each Guarantor agrees that, as
between each Guarantor on the one hand and the Administrative Agent, the Issuing
Lenders and the Lenders on the other, the obligations of each Borrower under
this Agreement may be declared to be forthwith due and payable as provided in
Article VII (and shall be deemed to have become automatically due and payable in
the circumstances provided in Article VII) for purposes of Section 9.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against such Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by such Borrower) shall forthwith
become due and payable by the Guarantors for purposes of
Section 9.01.

     

    SECTION 9.06    Instrument for the
Payment of Money.  Each Guarantor hereby acknowledges that the
guarantee in this Article constitutes an instrument for the payment of money,
and consents and agrees that any Issuing Lender, any Lender or the
Administrative Agent, at its sole option, in the event of a dispute by any
Guarantor in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213.

     

    SECTION 9.07    Continuing
Guarantee.  The guarantee in this Article is a continuing
guarantee, and shall apply to all Guaranteed Obligations whenever arising until
the expiration or termination of the Commitments and payment in full of the
principal of and interest on each Loan and all fees and other amounts payable
hereunder and the expiration or termination of all Letters of Credit and the
reimbursement of all LC Disbursements.

     

     

    
      
        
        

      

      
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    SECTION 9.08    Indemnity and
Subrogation.  In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 9.10), the Company agrees that (a) in the event a payment in respect of
any Guaranteed Obligation or Secured Obligation shall be made by any Guarantor
under this Agreement, the Company shall indemnify such Guarantor for the full
amount of such payment and such Guarantor shall be subrogated to the rights of
the Person to whom such payment shall have been made to the extent of such
payment and (b) in the event any assets of any Guarantor shall be sold pursuant
to this Agreement or any Collateral Document to satisfy in whole or in part any
Guaranteed Obligation or Secured Obligation owed to any Secured Party, the
Company shall indemnify such Guarantor in an amount equal to the greater of the
book value or the fair market value of the assets so sold.

     

    SECTION 9.09    Contribution and
Subrogation.  Each Guarantor (a “Contributing Party”)
agrees (subject to Section 9.10) that, in the event a payment shall be made by
any other Guarantor hereunder in respect of any Guaranteed Obligation or any
assets of any other Guarantor (other than the Company) shall be sold pursuant to
any Security Document to satisfy any Secured Obligation owed to any Secured
Party and such other Guarantor (the “Claiming Party”) shall not have been fully
indemnified by the Company as provided in Section 9.08, the Contributing Party
shall indemnify the Claiming Party in an amount equal to the amount of such
payment or the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Party on the date hereof
and the denominator shall be the aggregate net worth of all the Guarantors
(other than the Company) on the date hereof (or, in the case of any Guarantor
becoming a party hereto after the date hereof, the date on which it became a
Guarantor).  Any Contributing Party making any payment to a Claiming
Party pursuant to this Section 9.09 shall (subject to Section 9.10) be
subrogated to the rights of such Claiming Party under Section 9.08 to the extent
of such payment.

     

    SECTION 9.10    Subordination.  Notwithstanding any
provision of this Agreement to the contrary, all rights of the Guarantors under
Sections 9.08 and 9.09 and all other rights of the Guarantors of indemnity,
contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Secured
Obligations.  No failure on the part of the Company or any Guarantor
to make the payments required by Sections 9.08 and 9.09 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.

     

     

    
      
        
        

      

      
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    ARTICLE X

     

    MISCELLANEOUS

     

    SECTION
10.01   Notices. (a)  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and subject to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows:

     

    (i)    if to the
Company, to it at 1 N. Field Court, Lake Forest, Illinois 60045, Attention of
William Metzger, Vice President and Treasurer (Facsimile No. (847)
735-4359; Telephone No. (847) 735-4364);

     

    (ii)   if to any
other Loan Party, to the Company at the address set forth above (with a copy to
such Loan Party at its address (or facsimile number), if any, (x) in the case of
any Loan Party party hereto on the Effective Date, provided below its signature
hereto (if any) or (y) in the case of any Loan Party that becomes party hereto
after the Effective Date, set forth in the Designation Letter to which it is a
party (if any);

     

    (iii)         
if to the
Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor,
Houston, Texas 77002-8069, Attention of Loan and Agency Services Group
(Telephone No. (713) 750-2199; Facsimile No. (713) 427-6889), with a
copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York
10017, Attention of Tony Yung (Facsimile No. (212) 270-6637; Telephone
No. (212) 270-0586);

     

    (iv)         
if to an
Issuing Lender, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire;

     

    (v)   if to the
Swingline Lender, to JPMorgan Chase Bank, N.A., 1111 Fannin Street, 10th Floor,
Houston, Texas 77002-8069, Attention of Loan and Agency Services (Telephone
No. (713) 750-2199; Facsimile No. (713) 427-6889), with a copy to
JPMorgan Chase Bank, 270 Park Avenue, New York 10017, Attention of Tony Yung
(Facsimile No. (212) 270-6637; Telephone
No. (212) 270-0586); and

     

    (vi)     
if to a
Lender, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire.

     

    All such
notices and other communications (i) sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given
when received or (ii) sent by facsimile shall be deemed to have been given when
sent, provided
that if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day
for the recipient.

     

    (b)    Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II
unless otherwise agreed by the Administrative Agent and such Lender.  The
Administrative Agent or the Company (on behalf of itself and all other Loan
Parties) may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.  All such notices and other communications (i) sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if not given during the normal business hours of
the recipient, such notice or communication shall be deemed to have been given
at the opening of business on the next Business Day for the recipient, and (ii)
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (b)(i) of notification that such notice or communication is
available and identifying the website address therefor.  Without
limiting the foregoing, the Administrative Agent agrees that, unless it shall
otherwise advise the Company, notices to be delivered by any Borrower to the
Administrative Agent  pursuant to Article II (including any such
notices permitted to be given by telephone or facsimile) may be delivered by
e-mail transmissions to the Administrative Agent at such e-mail address (or
addresses) as the Administrative Agent shall from time to time notify the
Company.

     

     

    
      
        
        

      

      
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    (c)    Any party
hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Company and the Administrative
Agent). 

     

    SECTION
10.02   Waivers;
Amendments.

     

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

     

    (b)   Amendments. 
Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Company (on behalf of itself and all other Loan Parties) and the Required
Lenders or by the Company (on behalf of itself and all other Loan Parties) and
the Administrative Agent with the written consent of the Required Lenders; provided that no such
agreement shall

     

    (i)    increase
the Commitment of any Lender without the written consent of such
Lender;

     

     

    
      
        
        

      

      
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    (ii)   reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby;

     

    (iii)         
postpone
the scheduled date of payment of the principal amount of any Loan or
LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby;

     

    (iv)         
change
Section 2.09(d) without the consent of each Lender affected
thereby;

     

    (v)   change
the obligations of the Company pursuant to Article IX;

     

    (vi)     
change
any of the provisions of this Section or the percentage in the definition
of the term “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

     

    (vii)        
change
the definition of Borrowing Base or any eligibility criteria incorporated
therein that, in each case, have the effect of increasing Availability without
the written consent of the Supermajority Lenders;

     

    (viii)       
permit
any Loan Party to assign its rights hereunder, increase the advance rates set
forth in the definition of Borrowing Base, release all or substantially all of
the Collateral or, except as otherwise expressly permitted herein,
release any material Guarantor from its Loan Guaranty without the
consent of each Lender; or

     

    (ix)   change any of the
provisions of Section 2.22 without the written consent of each of the
Administrative Agent, the Swingline Lender and the Issuing Banks;

     

    provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, any Issuing Lender or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent, such
Issuing Lender or the Swingline Lender, as the case may be.

     

    (c)   The
Lenders hereby irrevocably authorize the Administrative Agent (i) to take all
actions specified in Section 10.18 with respect to any termination of the
Guarantee of a Guarantor or the release of any Collateral, and (ii) at its
option and in its sole discretion, to release any Lien granted to it by any Loan
Party on any Collateral that it subsequently determines in accordance the
provisions of Section 5.13(e) need not have been made subject to a
Lien.  Except as provided in the immediately preceding sentence, the
Administrative Agent will not release any Liens on Collateral without the prior
written authorization of the Required Lenders (or all of the Lenders as set
forth above).  Any such release shall not in any manner discharge,
affect, or impair the Secured Obligations or any Liens (other than those
expressly being released) upon (or obligations of the Loan Parties in respect
of) all interests retained by the Loan Parties, including the proceeds of any
sale, all of which shall continue to constitute part of the
Collateral.

     

     

    
      
        
        

      

      
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    (d)   If, in
connection with any proposed amendment, waiver or consent  requiring
the consent of “each Lender” or “each Lender affected thereby”, the consent of
the Supermajority Lenders is obtained, but the consent of other necessary
Lenders is not obtained (any such Lender whose consent is necessary but not
obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender
as a Lender party to this Agreement, provided that,
concurrently with such replacement, (i) another bank or other entity (other than
the Company or any of its Affiliates) which is reasonably satisfactory to the
Borrowers and the Administrative Agent shall agree, as of such date, (x) to
purchase for cash the Loans and other Borrower Obligations due to the
Non-Consenting Lender pursuant to an Assignment and Assumption and to become a
Lender for all purposes under this Agreement and to assume all obligations of
the Non-Consenting Lender to be terminated as of such date, (y) to comply with
the requirements of paragraph (b) of Section 10.04 (with the Borrower or the
replacement Lender being responsible for any applicable processing or
recordation fee) and (z) to consent to the relevant proposed amendment, and (ii)
the Borrowers shall pay to such Non-Consenting Lender in same day funds on the
day of such replacement (1) all interest, fees and other amounts then accrued
but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and
including the date of termination, including without limitation payments due to
such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if
any, equal to the payment which would have been due to such Lender on the day of
such replacement under Section 2.16 had the Loans of such Non-Consenting Lender
been prepaid on such date rather than sold to the replacement
Lender.

     

    SECTION
10.03   Expenses; Indemnity; Damage
Waiver.

     

    (a)    Costs and
Expenses.  The Loan Parties shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication and distribution
(including, without limitation, via the internet or through a service such as
Intralinks) of the credit facilities provided for herein, the preparation and
administration of this Agreement and any other Loan Document or any amendments,
modifications or waivers of the provi­sions hereof or thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by any Issuing Lenders in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Issuing Lender or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Issuing Lender or any Lender, in connection with the
enforcement, collection or protection of its rights in connection with this
Agreement or any other Loan Document, including its rights under this Section,
or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred in connection with any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit. Expenses being reimbursed by the Loan Parties under this Section
include, without limiting the generality of the foregoing, costs and expenses
incurred in connection with:

     

    (i)           
appraisals and insurance reviews;

     

     

    
      
        
        

      

      
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    (ii)           field
examinations and the preparation of Reports based on the fees charged by a third
party retained by the Administrative Agent or the internally allocated fees for
each Person employed by the Administrative Agent with respect to each field
examination, together with the reasonable fees and expenses associated with
collateral monitoring services performed by the Specialized Due Diligence Group
of the Administrative Agent (and the Loan Parties agree to modify or adjust the
computation of the Borrowing Base—which may include maintaining additional
Reserves, modifying the advance rates or modifying the eligibility criteria for
the components of the Borrowing Base—to the extent required by the
Administrative Agent as a result of any such evaluation, appraisal or
monitoring);

    


    (iii)          taxes,
fees and other charges for (A) lien and title searches and title insurance and
(B) recording the Collateral Documents, filing financing statements and
continuations, and other actions to perfect, protect, and continue the
Administrative Agent’s Liens;

     

    (iv)          sums
paid or incurred to take any action required of any Loan Party under the Loan
Documents that such Loan Party fails to pay or take; and

     

    (v)           forwarding
loan proceeds, collecting checks and other items of payment, and establishing
and maintaining the accounts and lock boxes, and costs and expenses of
preserving and protecting the Collateral.

    


    (b)    Indemnification by the Loan
Parties.  The Loan Parties shall, jointly and severally, indemnify
the Administrative Agent, each Issuing Lender and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”),
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of the Loan Documents or any
agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by any Issuing Lender 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), (iii) any actual or alleged
presence or release of Hazardous Materials under, at, on or from any property
owned, leased or operated by the Loan Parties or any of their Subsidiaries, or
any Environmental Liability related in any way to the Loan Parties or any of
their Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

     

     

    
      
        
        

      

      
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    (c)    Reimbursement by
Lenders.  To the extent that the Loan Parties fail to pay any amount
required to be paid by them to the Administrative Agent, any Issuing Lender or
the Swingline Lender under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent, such Issuing Lender
or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, such Issuing Lender or the Swingline Lender in its
capacity as such.

     

    (d)    Waiver of Consequential
Damages, Etc.  To the extent permitted by applicable law, no Loan
Party shall assert, and each hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

     

    (e)    Payments.  All
amounts due under this Section shall be payable promptly after written
demand therefor.

     

    SECTION
10.04   Successors and
Assigns.

     

    (a)    Assignments
Generally.  The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of any Issuing Lender that
issues any Letter of Credit), except that (i) no Loan Party may assign or
otherwise transfer any of its respective rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by any Loan Party without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of any Issuing Lender that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Lenders, the Swingline
Lender and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.

     

    (b)    Assignments by
Lenders. (i)  Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

     

    (A)    the
Company, provided that no
consent of the Company shall be required (i) for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund or (ii) if an Event of Default
has occurred and is continuing, for an assignment to any other
Person;

     

     

    
      
        
        

      

      
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    (B)    the
Administrative Agent; provided
that no consent of the Administrative Agent shall be required for an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund;

     

    (C)    each
Issuing Lender; provided that no
consent of any Issuing Lender shall be required for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund; and

     

    (D)    the
Swingline Lender; provided that
no consent of the Swingline Lender shall be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund.

     

    (ii)    Assignments
shall be subject to the following additional conditions:

     

    (A)    except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Company and the Administrative Agent otherwise consent; provided that no such
consent of the Company shall be required if an Event of Default has occurred and
is continuing;

     

    (B)    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;

     

    (C)    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; and

     

    (D)    the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Company, the Loan Parties and their
Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance
procedures and applicable laws, including federal, provincial, territorial and
state securities laws.

     

    (iii)     
Subject
to acceptance and recording thereof pursuant to paragraphs (b)(iv) and
(b)(v) of this Section, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, 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 2.15, 2.16, 2.17 and 10.03).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 10.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.

     

     

    
      
        
        

      

      
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    (iv)         
The
Administrative Agent, acting for this purpose as an agent of each Borrower, each
Issuing Lender and each Lender, shall maintain at one of its offices in New York
City a copy of each Assignment and Assumption delivered to it and a register for
the recordation of (w) the names and addresses of the Lenders, (x) the
designation of any Lender as an Issuing Lender, (y) the Commitment of, and
outstanding principal amount of each Loan made by, each Lender and (z) the
outstanding amount of each Letter of Credit issued by, and of each unreimbursed
LC Disbursement made by, each Issuing Lender (together with a notation of each
Lender’s participation therein pursuant to Section 2.06(e)), in all cases
pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Loan Parties, the
Administrative Agent, the Issuing Lender and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as an
Issuing Lender or a Lender, as the case shall be, hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Loan Parties, any Issuing Lender and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

     

    (v)    Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in this paragraph (b) and any written consent
to such assignment required by this paragraph (b), the Administrative Agent
shall accept such Assignment and Assumption and record the information contained
therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05, 2.06(e), 2.06(f),
2.07(b), 2.18(d) or 10.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

     

    (c)    Participations.  
(i)  Any Lender may, without the consent of any Loan Party, the
Administrative Agent, any Issuing Lender or any other Lender, sell
participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement and
the other Loan Documents (including all or a portion of its Commitment and the
Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement and the other Loan
Documents shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Loan Parties, the Administrative Agent, the Issuing Lenders and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and
the other Loan Documents.  For the avoidance of doubt, each Lender
shall be responsible for the indemnity under Section 2.17(e) with respect to any
payments made by such Lender to its Participant(s).  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 the
other Loan Documents and to approve any amendment, modification or waiver of any
provision of this Agreement or any other Loan Document; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.02(b) that affects such
Participant.  Subject to paragraph (c)(i) of this Section, the Borrowers
agree that each Participant shall be entitled to the benefits and subject to the
limitations of Sections 2.15, 2.16 and 2.17 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To the extent permitted by law,
each Participant of which the Company has been given prior written notice also
shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided that such
Participant agrees to be subject to Section 2.18(d) and Section 2.19
as though it were a Lender.  Each Lender that sells a participation
shall, acting solely for this purpose as an agent of the Borrowers, maintain a
register on which it enters the name and address of each Participant and the
principal amounts (and stated interest) of each Participant’s interest in the
Loans or other obligations under this Agreement (the “Participant
Register”).  The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the
contrary.

     

     

    
      
        
        

      

      
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    (ii)   A Participant shall not be
entitled to receive any greater payment under Section 2.15, 2.16 or 2.17
than the relevant 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 Company’s prior written consent (not to be
unreasonably withheld or delayed); provided that the
Participant complies with all obligations under or relating to
Section 2.18(d) and Section 2.19, in all cases as though it were a
Lender.

     

    (d)   Certain
Pledges.  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any such pledge or assignment to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such assignee for such Lender as a
party hereto.

     

    (e)   No Assignments to the
Company or Affiliates.  Anything in this Section to the
contrary notwithstanding, no Lender may assign or participate any interest in
any Loan or LC Exposure held by it hereunder to the Company or any of its
Affiliates or Subsidiaries without the prior consent of each
Lender.

     

    SECTION
10.05   Survival.  All covenants, agreements,
representations and warranties made by the Loan Parties herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document (including the Designation Letters)
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, any Issuing Lender or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The provisions
of Sections 2.15, 2.16, 2.17, 10.03 and 10.12 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the Transactions, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement
or any provision hereof.

     

     

    
      
        
        

      

      
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    SECTION
10.06   Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement, the other Loan
Documents and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.  Delivery of an
executed counterpart of a signature page to this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this
Agreement.

     

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

     

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

     

    SECTION 10.09   Governing Law; Jurisdiction; Judicial Proceedings;
Etc.

     

    (a)    Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

     

    (b)    Submission to
Jurisdiction.  Each of the Loan Parties hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the courts of the state of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any
thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement or any other Loan Document
shall affect any right that the Administrative Agent, any Issuing Lender or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement of any other Loan Document against any Loan Party or its properties in
the courts of any jurisdiction.

     

     

    
      
        
        

      

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

     

    (d)    Appointment of Agent for
Service of Process.  Each Borrower irrevocably designates and
appoints CT Corporation System, at its office in New York City, New York,
U.S.A., as its authorized agent, to accept and acknowledge on its behalf,
service of any and all process which may be served in any suit, action or
proceeding of the nature referred to in Section 10.09(b) in any
federal or New York State court sitting in New York City.  Each Borrower
represents and warrants that such agent has agreed in writing to accept such
appointment and that a true copy of such designation and acceptance has been
delivered to the Administrative Agent.  Said designation and appointment
shall be irrevocable by each such Borrower until all Loans, all reimbursement
obligations, interest thereon and all other amounts payable by such Borrower
hereunder and under the other Loan Documents shall have been paid in full in
accordance with the provisions hereof and thereof and such Borrower shall have
been terminated as a Borrower hereunder pursuant to Section 2.21.  If
such agent shall cease so to act, each such Borrower covenants and agrees to
designate irrevocably and appoint without delay another such agent satisfactory
to the Administrative Agent and to deliver promptly to the Administrative Agent
evidence in writing of such other agent’s acceptance of such
appointment.

     

    (e)    Service of
Process.  Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in
Section 10.01.   Each Borrower hereby consents to process being
served in any suit, action or proceeding of the nature referred to in
Section 10.09(b) in any federal or New York State court sitting in New
York City by service of process upon its agent appointed as provided in
Section 10.09(d); provided that, to the
extent lawful and possible, notice of said service upon such agent shall be
mailed by registered or certified air mail, postage prepaid, return receipt
requested, to the Company and (if applicable to) such Borrower at its address
set forth in the Designation Letter to which it is a party or to any other
address of which such Borrower shall have given written notice to the
Administrative Agent (with a copy thereof to the Company).  Each Borrower
irrevocably waives, to the fullest extent permitted by law, all claim of error
by reason of any such service in such manner and agrees that such service shall
be deemed in every respect effective service of process upon such Borrower in
any such suit, action or proceeding and shall, to the fullest extent permitted
by law, be taken and held to be valid and personal service upon and personal
delivery to such Borrower.  Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     

     

    
      
        
        

      

      
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    SECTION
10.10   WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

     

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

     

    SECTION
10.12   Confidentiality.  Each of the Administrative
Agent, the Issuing Lenders and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (i) 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), (ii) to the extent requested by any
regulatory or self-regulatory authority, (iii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(iv) to any other party to this Agreement, (v) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (vi) subject to an
agreement containing provisions substantially the same as those of this
paragraph, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Loan Parties and their
respective obligations, (vii) with the consent of the Company or
(viii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this paragraph or (B) becomes
available to the Administrative Agent, any Issuing Lender or any Lender on a
nonconfidential basis from a source other than any Borrower.  For the
purposes of this paragraph, “Information” means
all information received from the Company or any of its Subsidiaries relating to
the Company, its Subsidiaries or their respective business, other than any such
information that is available to the Administrative Agent, any Issuing Lender or
any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the
case of information received from the Company after the date hereof, such
information is clearly identified at the time of delivery as confidential. 
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

     

     

    
      
        
        

      

      
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     EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12 FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL, PROVINCIAL, TERRITORIAL AND STATE SECURITIES
LAWS.

     

    ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY,
EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS
IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL, PROVINCIAL,
TERRITORIAL AND STATE SECURITIES LAWS.

     

    SECTION
10.13   Reduction of
Commitments under Existing Credit Agreement.  The Lenders
agree that, as of the Effective Date, the Total Commitment (as defined in the
Existing Credit Agreement immediately prior to the Effective Date) shall be
reduced by $100,000,000 and each Lender’s Commitment (as defined in the Existing
Credit Agreement immediately prior to the Effective Date) shall be reduced by
its Applicable Percentage (as defined in the Existing Credit Agreement
immediately prior to the Effective Date) thereof.  This Agreement
constitutes notice thereof and pursuant hereto the requirement contained in
Section 2.09(c) of the Existing Credit Agreement that three Business Days’ (as
defined therein) notice of such reduction be given to the administrative agent
thereunder is hereby waived.

     

    SECTION
10.14   Several Obligations;
Nonreliance; Violation of Law.  The respective obligations
of the Lenders hereunder are several and not joint and the failure of any Lender
to make any Loan or perform any of its obligations hereunder shall not relieve
any other Lender from any of its obligations hereunder.  Each Lender
hereby represents that it is not relying on or looking to any Margin Stock for
the repayment of the Borrowings provided for herein.  Anything
contained in this Agreement to the contrary notwithstanding, neither any Issuing
Lender nor any Lender shall be obligated to extend credit to the Borrowers in
violation of any Requirement of Law.

     

     

    
      
        
        

      

      
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    SECTION
10.15   Conflicts.  In the event of any conflict
between the terms of this Agreement and the terms of any other Loan Document,
the terms of this Agreement shall, to the extent of such conflict,
prevail.

     

    SECTION
10.16   USA PATRIOT
Act.  Each Lender hereby notifies the Loan Parties that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), such
Lender may be required to obtain, verify and record information that identifies
the Loan Parties, which information includes the names and addresses of the Loan
Parties and other information that will allow such Lender to identify the Loan
Parties in accordance with said Act.

     

    SECTION
10.17   Appointment of Company
as Agent.  Each Subsidiary Borrower party hereto as of the
Effective Date, by its signature below, and each Subsidiary Borrower designated
after the Effective Date as a “Subsidiary Borrower” pursuant to
Section 2.21, by its acknowledgment to the Designation Letter relating to
such Subsidiary Borrower, as applicable:

     

    (a)    appoints
and authorizes the Company for the purposes of (i) signing documents
deliverable by or on behalf of such Subsidiary Borrower hereunder or under any
other Loan Document, (ii) providing notices to or making requests of the
Administrative Agent, any Issuing Lender or any Lender on behalf of such
Subsidiary Borrower, (iii) receiving notices and documents from the
Administrative Agent, any Issuing Lender or any Lender on behalf of such
Subsidiary Borrower, and (iv) taking any other action on behalf such
Subsidiary Borrower hereunder or under any other Loan Document, in each case to
the extent specifically provided for hereunder or thereunder, and such
Subsidiary Borrower agrees to be irrevocably bound by all such actions being
taken on behalf of such Subsidiary Borrower by the Company and all such notices
received by the Company on behalf of such Subsidiary Borrower; provided that another
Person may be appointed to act in substitution for the Company with the power
and authority granted thereto by such Subsidiary Borrower under this clause
(a) so long as such Person shall have been certified as such in a single
writing executed by such Subsidiary Borrower and delivered to the Administrative
Agent;

     

    (b)    authorizes
the Administrative Agent, each Issuing Lender and each Lender to treat
(i) each document signed by, each notice given or received by, each
document delivered or received by and each request made by the Company on its
behalf and (ii) each other action which specifically provides herein or
therein that the Company acts on behalf, or at the direction, of such Subsidiary
Borrower as if such Subsidiary Borrower (and not the Company) had in fact signed
such document, given or received such notice, delivered or received such
document, made such request or taken such action; and

     

    (c)    acknowledges
that the Administrative Agent, each Issuing Lender and each Lender are relying
upon the appointments and authorizations set forth in this Section in
connection with the making of their Commitments and credit extensions
hereunder.

     

     

    
      
        
        

      

      
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    In the
event the Administrative Agent, any Issuing Lender or any Lender reasonably
believes that it has received a conflicting notice or instruction from the
Company and/or his or her designees, the Administrative Agent, such Issuing
Lender or such Lender may refrain from action upon such notice or instruction
and shall promptly request the Company for clarification regarding such notice
or instruction.

     

    SECTION 10.18    Release of Liens and
Guarantees.  A Guarantor shall automatically be released
from its obligations under the Loan Documents and all security interests in the
Collateral of such Guarantor, and in the Equity Interests in such Guarantor,
shall be automatically released upon the consummation of any transaction
permitted by this Agreement as a result of which such Guarantor ceases to be a
Subsidiary.  Upon any sale, lease, transfer or other Disposition by
any Guarantor of any Collateral that is permitted under this Agreement to any
Person that is not another Guarantor or, upon the effectiveness of any release
of the security interest granted hereby in any Collateral pursuant to Section
10.02(c), the security interest in such Collateral shall be automatically
released.  Upon the incurrence of any Indebtedness secured by any
Available Collateral or the consummation of any sale and leaseback transaction
in respect of any Available Collateral, in each case that is permitted by this
Agreement, the security interest in such Available Collateral shall be
automatically released.  In connection with any termination or release
pursuant to this Section, the Administrative Agent, upon receipt of such
certificates or other documents reasonably requested by it to confirm compliance
with this Agreement, shall promptly execute and deliver to any Guarantor, at
such Guarantor’s expense, all documents that such Guarantor shall reasonably
request to evidence such termination or release.

     

     

    
      
        
        

      

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

     

    
      	 
      	
              COMPANY

            
	 
      	 
      
	 
      	
              BRUNSWICK
      CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            	 
      /s/ William L. Metzger	 
      
	 
      	 
      	
              Name: William L.
      Metzger

            
	 
      	 
      	
              Title: Vice President and
      Treasurer

            
	 
      	 
      
	 
      	
              U.S. Federal Tax Identification
      No.: 36-0848180

            


    

     

     

     

     

     

     

    
      
        
          Credit Agreement

           

        

      

      
        
        

        
          

        

      

      
        Table of Contents 

      

    

    
 

    SUBSIDIARY
BORROWERS

     

     

    
      	 
      	 
      
	 
      	 
      
	 
      	
              BRUNSWICK MARINE
      INC.

            
	 
      	 
      
	 
      	
              By

            	 
      /s/ William L. Metzger	 
      
	 
      	 
      	
              Name: William L.
      Metzger

            
	 
      	 
      	
              Title:
      Treasurer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              BRUNSWICK INTERNATIONAL
      LIMITED

            
	 
      	 
      	 
      
	 
      	
              By

            	 
      /s/ William L. Metzger	 
      
	 
      	 
      	
              Name: William L.
      Metzger

            
	 
      	 
      	
              Title:
      Treasurer

            


    

     

     

     

    
 

    


    
      
        
          Credit Agreement

           

        

      

      
        
        

        
          

        

      

      
        Table of Contents 

      

    

     

    
      
         

         

        
          
             

          

          
            	 	GUARANTORS:
	 	 
	 	ATTWOOD
      CORPORATION
	 	 
	 	BBG
      LOGISTICS, INC.
	 	 
	 	BOSTON
      WHALER, INC.
	 	 
	 	
                    BRUNSWICK
      COMMERCIAL & GOVERNMENT

                             
      PRODUCTS, INC.

                  
	 	 
	 	BRUNSWICK
      FAMILY BOAT CO. INC.
	 	 
	 	BRUNSWICK
      LEISURE BOAT COMPANY, LLC
	 	 
	 	LAND
      ‘N’ SEA
      CORPORATION
	 	 
	 	LAND
      ‘N’ SEA
      DISTRIBUTING, INC.
	 	 
	 	LUND
      BOAT COMPANY
	 	 
	 
      	
                    SEA RAY
      BOATS, INC.

                  
	 
      	 
      
	 
      	 
      
	 	
                    By:

                  	 /s/
      William L. Metzger	 
	 
      	 
      	
                    Name: William L.
      Metzger

                  
	 
      	 
      	
                    Title: Assistant
      Treasurer

                  


          

           

           

        

        
          
            
              	 	
                      BRUNSWICK
      BOWLING & BILLIARDS

                              
      CORPORATION

                    
	 	 
	 
      	
                      MARINE POWER
      INTERNATIONAL LIMITED

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      /s/ William L. Metzger	 
      
	 
      	 
      	
                      Name: William L.
      Metzger

                    
	 
      	 
      	
                      Title:
      Treasurer

                    


            

             

             

            
              
                
                  	 
      	LEISERV,
      INC.
	 
      	 
      
	 
      	 
      
	 
      	
                          By:

                        	 
      /s/ Judith P. Zelisko	 
      
	 
      	 
      	
                          Name: Judith P.
      Zelisko

                        
	 
      	 
      	
                          Title: Vice
      President

                        


                

                 

              

            

          

        

         

        
          


          
            
              
                Credit Agreement

                 

              

            

            
              
              

              
                

              

            

            
              Table of Contents 

            

          

           

          
             

          

        

        
          	 	LIFE
      FITNESS, INC.
	 	 
	 	LIFE
      FITNESS INTERNATIONAL SALES, INC.
	 	 
	 
      	
                  MARINE
      POWER NEW ZEALAND LIMITED

                
	 
      	 
      
	 
      	 
      
	 	
                  By:

                	 /s/
      William L. Metzger	 
	 
      	 
      	
                  Name: William L.
      Metzger

                
	 
      	 
      	
                  Title: Vice President and
      Treasurer

                


        

         

      

    

    
       

      
        	 
      	
                TRITON BOAT
      COMPANY, L.P.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                Brunswick
      Corporation
  its General Partner

                 

              	 
      
	 	 	 /s/
      William L. Metzger	 
	 
      	 
      	
                Name: William L.
      Metzger

              
	 
      	 
      	
                Title: Vice President and
      Treasurer

              


      

       

      
         

        
          	 
      	
                   

                
	 
      	 
      
	 
      	
                  MARINE POWER INTERNATIONAL PTY.
      

                          
      LIMITED

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	 
      /s/ David W. Berkow	 
      
	 
      	 
      	
                  Name: David W.
      Berkow

                
	 
      	 
      	
                  Title: Assistant
      Treasurer

                


        

         

      

       

      
        
          
            
              Credit Agreement

               

            

          

          
            
            

            
              

            

          

          
            Table of Contents 

          

        

         

        
          
             

          

        

      

    

    
      	 
      	
              LENDERS

            
	 
      	 
      
	 
      	
              JPMORGAN CHASE BANK,
      N.A.

               individually and as
      Administrative Agent

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            	 
      /s/ Tony Yung	 
      
	 
      	 
      	
              Name: Tony
    Yung

            
	 
      	 
      	
              Title: Vice
      President

            


    

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table of Contents 

      

    

    
 

    
      	 
      	
              Royal Bank of
      Scotland

            
	 	 	 	, as
      a Lender
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 
      /s/ Vlad Barshtak	 
      
	 
      	 
      	
              Name: Vlad
      Barshtak

            
	 
      	 
      	
              Title: Vice
      President

            


    

     

     

     

     

     

    
      
        
          [Brunswick Corporation Amended and Restated Credit
Agreement]

           

        

      

      
        
        

        
          

        

      

      
        Table of Contents 

      

    

     

    


    
      	 
      	
              Bank of America,
      N.A.

            
	 	 	 	,
      as a Lender
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 /s/
      Clara Yang Strand	 
      
	 
      	 
      	
              Name: Clara Yang
      Strand

            
	 
      	 
      	
              Title: Senior Vice
      President

            


    

    
       

       

       

       

       

      
        
          
            [Brunswick Corporation Amended and Restated Credit
Agreement]

             

          

        

        
          
          

          
            

          

        

        
          Table of Contents 

        

      

      
 

    

    
      	 
      	
              SUNTRUST BANK, as a Lender
      

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Michael J. Vegh	 
      
	 
      	 
      	
              Name: Michael J.
      Vegh

            
	 
      	 
      	
              Title: Vice
      President

            


    

    
       

       

       

       

       

      
        
          
            [Brunswick Corporation Amended and Restated Credit
Agreement]

             

          

        

        
          
          

          
            

          

        

        
          Table of Contents 

        

      

       

       

    

    
      	 
      	

              Wells Fargo

            	 	
              , as a
      Lender

            


    

     

    
      	 	 	 	 
	 
      	
              By:

            	 
      /s/ Steven Buehler	 
      
	 
      	 
      	
              Name: Steven
      Buehler

            
	 
      	 
      	
              Title: Senior Vice
      President

            


    

     

     

     

     

    
       

       

      
        
          
            [Brunswick Corporation Amended and Restated Credit
Agreement]

             

          

        

        
          
          

          
            

          

        

        
          Table of Contents 

        

      

       

    

    


    
      	 
      	
              Citibank, N.A., as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Thomas M. Halsch	 
      
	 
      	 
      	
              Name: Thomas M.
      Halsch

            
	 
      	 
      	
              Title:
    Director

            


    

    
       

       

       

       

       

      
        
          
            [Brunswick Corporation Amended and Restated Credit
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              Harris N.A., as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Kristina Burden	 
      
	 
      	 
      	
              Name: Kristina
      Burden

            
	 
      	 
      	
              Title: Vice
      President

            


    

    
       

       

       

       

       

      
        
          
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              LLOYDS TSB BANK, as
      a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            	 
      /s/ Jonathan Smith	 
      
	 
      	 
      	
              Name: Jonathan
      Smith

            
	 
      	 
      	
              Title: Assistant Vice
      President
          Risk
      Management &
      Business
          Support
      S025

            


    

     

    
      


      
        	 
      	 
      
	 
      	
                By

              	 
      /s/ Nicholas J. Bruce	 
      
	 
      	 
      	
                Name: Nicholas J.
      Bruce

              
	 
      	 
      	
                Title: Vice President &
      Manager
          Risk
      Management &
      Business
          Support
      B081

              


      

       

       

    

     

     

    
       

      
        
          
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              NATIONAL AUSTRALIA BANK LTD, as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Courtney A. Cloe	 
      
	 
      	 
      	
              Name: Courtney A.
      Cloe

            
	 
      	 
      	
              Title:   Director
      

            


    

    
       

       

       

       

       

      
        
          
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              The Bank of New York Mellon, as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Daniel J Lenckos	 
      
	 
      	 
      	
              Name: Daniel J.
      Lenckos

            
	 
      	 
      	
              Title:   First Vice
      President

            


    

     

     

     

     

    
       

      
        
          
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              U.S. Bank National Association, as
      a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ James N. DeVries	 
      
	 
      	 
      	
              Name: James N.
      DeVries

            
	 
      	 
      	
              Title:   Senior Vice
      President

            


    

    


    
       

       

       

       

      
        
          
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              DEUTSCHE BANK AG NEW YORK
      BRANCH
as a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Heidi Sandquist	 
      
	 
      	 
      	
              Name: Heidi
      Sandquist

            
	 
      	 
      	
              Title:   Vice
      President

            


    

     

    
      
        
          	 
      	 
      
	 
      	
                  By:

                	 
      /s/ Ming K. Chu	 
      
	 
      	 
      	
                  Name: Ming K.
      Chu

                
	 
      	 
      	
                  Title:   Vice
      President

                


        

        


      

       

       

       

      
        
          
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              Fifth Third Bank (Chicago), a
      Michigan Banking
Corporation), as a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Kim Puszczewicz	 
      
	 
      	 
      	
              Name: Kim
      Puszczewicz

            
	 
      	 
      	
              Title: Vice
      President

            


    

     

     

     

     

     

    
      
        
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              KBC Bank, N.V., as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Olivier Smekens	 
      
	 
      	 
      	
              Name: Olivier
      Smekens

            
	 
      	 
      	
              Title: Assistant Vice
      President

            


    

     

    
      
        	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Thomas G. Jackson	 
      
	 
      	 
      	
                Name: Thomas G.
      Jackson

              
	 
      	 
      	
                Title: First Vice
      President

              


      

       

    

     

     

     

    
      
        
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              KeyBank National
      Association

            
	 	 	 	, as
      a Lender
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 
      /s/ Frank J. Jancar	 
      
	 
      	 
      	
              Name: FRANK J.
      JANCAR

            
	 
      	 
      	
              Title:   VICE
      PRESIDENT

            


    

    

       

       

       

       

      
        
          
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              MERRILL LYNCH BANK USA, as a
      Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Louis Alder	 
      
	 
      	 
      	
              Name: Louis
      Alder

            
	 
      	 
      	
              Title:   First Vice
      President

            


    

    


    
       

       

       

       

      
        
          
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              PNC Bank, National Association, as
      a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Holly L. Kay	 
      
	 
      	 
      	
              Name: Holly L.
      Kay

            
	 
      	 
      	
              Title: Assistant Vice
      President

            


    

     

     

    
 

    
       

      
        
          
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              Sumitomo Mitsui Banking
      Corporation, as a Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      /s/ Yoshihiro Hyakutome	 
      
	 
      	 
      	
              Name: Yoshihiro
      Hyakutome

            
	 
      	 
      	
              Title: General
      Manager

            


    

    


     

     

    
 

      [Brunswick Corporation Amended and Restated Credit
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