EX-10.1






Exhibit 10.1

 

EXECUTION VERSION




AMENDED AND RESTATED CREDIT AGREEMENT




dated as of December 23, 2008




among




VOLUME SERVICES AMERICA, INC.,




VOLUME SERVICES, INC. and SERVICE AMERICA CORPORATION,

as Borrowers,




CENTERPLATE, INC.,




as a Guarantor,




THE LENDERS SIGNATORY HERETO




FROM TIME TO TIME,




as Lenders,




GENERAL ELECTRIC CAPITAL CORPORATION,




as Administrative Agent and Lender




and




THE LENDERS APPOINTED AS SYNDICATION




AGENT AND DOCUMENTATION AGENT




 






Senior Secured Credit Facilities




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	DEFINITIONS

	 
	 	 	 	 
	Section 1.1. Defined Terms
	 	 	2	 
	Section 1.2. Terms Generally
	 	 	39	 
	 
	 	 	 	 
	ARTICLE II

	THE CREDIT FACILITIES

	 
	 	 	 	 
	Section 2.1. Term Loan
	 	 	39	 
	Section 2.2. The Revolving Credit Commitment
	 	 	41	 
	Section 2.3. The Swingline Loan Commitment
	 	 	44	 
	Section 2.4. Evidence of Debt; Repayment of Loans
	 	 	46	 
	Section 2.5. Fees
	 	 	47	 
	Section 2.6. Interest on Loans
	 	 	49	 
	Section 2.7. Alternate Rate of Interest
	 	 	49	 
	Section 2.8. Termination and Reduction of Commitments
	 	 	50	 
	Section 2.9. Voluntary Prepayments
	 	 	50	 
	Section 2.10. Mandatory Prepayments
	 	 	51	 
	Section 2.11. Reserve Requirements; Change in Circumstances
	 	 	53	 
	Section 2.12. Change in Legality
	 	 	55	 
	Section 2.13. Indemnity
	 	 	56	 
	Section 2.14. Application and Allocation of Payments
	 	 	56	 
	Section 2.15. [Intentionally Omitted]
	 	 	58	 
	Section 2.16. Payments
	 	 	58	 
	Section 2.17. Taxes
	 	 	58	 
	Section 2.18. Letters of Credit
	 	 	61	 
	Section 2.19. [Reserved]
	 	 	66	 
	Section 2.20. [Reserved]
	 	 	66	 
	Section 2.21. [Reserved]
	 	 	66	 
	Section 2.22. [Reserved]
	 	 	66	 
	Section 2.23. Reliance on Notices; Appointment of Borrower Representative
	 	 	66	 
	 
	 	 	 	 
	ARTICLE III

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 3.1. Organization; Powers
	 	 	67	 
	Section 3.2. Authorization
	 	 	67	 
	Section 3.3. Enforceability
	 	 	67	 
	Section 3.4. Governmental Approvals
	 	 	68	 
	Section 3.5. Financial Statements
	 	 	68	 
	Section 3.6. No Material Adverse Change
	 	 	68	 
	Section 3.7. Title to Properties; Possession Under Leases
	 	 	69	 
	Section 3.8. Subsidiaries
	 	 	69	 
	Section 3.9. Litigation; Compliance with Laws
	 	 	69	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	Section 3.10. Compliance with Agreements
	 	 	69	 
	Section 3.11. Federal Reserve Regulations
	 	 	70	 
	Section 3.12. Investment Company
	 	 	70	 
	Section 3.13. Use of Proceeds
	 	 	70	 
	Section 3.14. Tax Returns
	 	 	70	 
	Section 3.15. No Material Misstatements
	 	 	71	 
	Section 3.16. Employee Benefit Plans
	 	 	71	 
	Section 3.17. Environmental Matters
	 	 	72	 
	Section 3.18. [Intentionally Omitted]
	 	 	72	 
	Section 3.19. Security Documents
	 	 	72	 
	Section 3.20. Labor Matters
	 	 	74	 
	Section 3.21. Insurance
	 	 	74	 
	Section 3.22. Solvency
	 	 	74	 
	Section 3.23. Subordinated Debt
	 	 	75	 
	Section 3.24. Material Contracts
	 	 	75	 
	Section 3.25. Non-Guarantor Expenditures
	 	 	75	 
	Section 3.26. Capital Stock; Interest in Non-Wholly-Owned Entities
	 	 	75	 
	Section 3.27. Brokers
	 	 	76	 
	Section 3.28. Intellectual Property
	 	 	76	 
	Section 3.29. Deposit and Disbursement Accounts
	 	 	76	 
	Section 3.30. Government Contracts
	 	 	76	 
	Section 3.31. Customer and Trade Relations
	 	 	77	 
	Section 3.32. Patriot Act
	 	 	77	 
	Section 3.33. OFAC
	 	 	77	 
	Section 3.34. Merger Agreement
	 	 	77	 
	 
	 	 	 	 
	ARTICLE IV

	CONDITIONS OF LENDING AND EFFECTIVENESS OF THIS AGREEMENT

	 
	 	 	 	 
	Section 4.1. All Credit Events
	 	 	77	 
	Section 4.2. Conditions Precedent to the Amendment and Restatement of the Existing Credit Agreement
	 	 	78	 
	 
	 	 	 	 
	ARTICLE V

	AFFIRMATIVE COVENANTS

	 
	 	 	 	 
	Section 5.1. Existence; Businesses and Properties
	 	 	83	 
	Section 5.2. Insurance
	 	 	84	 
	Section 5.3. Taxes
	 	 	86	 
	Section 5.4. Financial Statements, Reports, etc
	 	 	86	 
	Section 5.5. Litigation, Default and Other Notices
	 	 	90	 
	Section 5.6. Employee Benefits
	 	 	91	 
	Section 5.7. Maintaining Records; Access; Inspections
	 	 	92	 
	Section 5.8. Use of Proceeds
	 	 	93	 
	Section 5.9. Compliance with Environmental Laws
	 	 	93	 
	Section 5.10. Preparation of Environmental Reports
	 	 	93	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	Section 5.11. Additional Guaranties; Security; Further Assurances
	 	 	93	 
	Section 5.12. Fiscal Year; Accounting
	 	 	97	 
	Section 5.13. Dividends
	 	 	97	 
	Section 5.14. Compliance with Statutes, etc
	 	 	97	 
	Section 5.15. Supplemental Disclosure
	 	 	97	 
	Section 5.16. Intellectual Property
	 	 	97	 
	Section 5.17. Cash Management System
	 	 	97	 
	Section 5.18. Holdings’ Use of Distributions from Any Borrower
	 	 	100	 
	Section 5.19. Additional Covenants Related to Merger, Etc
	 	 	100	 
	Section 5.20. Annual Senior Secured Debt Rating
	 	 	100	 
	 
	 	 	 	 
	ARTICLE VI

	NEGATIVE COVENANTS

	 
	 	 	 	 
	Section 6.1. Indebtedness
	 	 	101	 
	Section 6.2. Liens
	 	 	103	 
	Section 6.3. Sale and Lease-Back Transactions
	 	 	104	 
	Section 6.4. Investments, Loans and Advances
	 	 	105	 
	Section 6.5. Mergers; Consolidations; Sales of Assets; Acquisitions
	 	 	106	 
	Section 6.6. Sale of Assets
	 	 	108	 
	Section 6.7. Transactions with Affiliates
	 	 	108	 
	Section 6.8. Business of Holdings and its Subsidiaries
	 	 	108	 
	Section 6.9. Material Agreements; Constituent Documents
	 	 	109	 
	Section 6.10. Interest Coverage Ratio
	 	 	110	 
	Section 6.11. Total Leverage Ratio
	 	 	110	 
	Section 6.12. Senior Leverage Ratio
	 	 	111	 
	Section 6.13. Capital Stock
	 	 	111	 
	Section 6.14. Foreign Revenues
	 	 	111	 
	Section 6.15. Limitations with respect to Capital Expenditures
	 	 	111	 
	Section 6.16. Dividends and Distributions
	 	 	113	 
	Section 6.17. Management Fees
	 	 	114	 
	Section 6.18. Deferral of Subordinated Note Interest
	 	 	114	 
	Section 6.19. [RESERVED]
	 	 	115	 
	Section 6.20. [RESERVED]
	 	 	115	 
	Section 6.21. [RESERVED]
	 	 	115	 
	Section 6.22. Restrictions on Intercompany Transfers; Negative Pledge Clauses
	 	 	115	 
	Section 6.23. Speculative Transactions
	 	 	117	 
	Section 6.24. Change of Corporate Name or Location; Change of Fiscal Year
	 	 	117	 
	Section 6.25. Minimum Consolidated Fixed Charge Coverage Ratio
	 	 	117	 
	 
	 	 	 	 
	ARTICLE VII

	EVENTS OF DEFAULT

	 
	 	 	 	 
	Section 7.1. Events of Default
	 	 	118	 
	Section 7.2. Certain Loan Party Waivers
	 	 	121	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE VIII

	AGENTS AND LENDERS

	 
	 	 	 	 
	Section 8.1. Assignment and Participations
	 	 	121	 
	Section 8.2. Appointment of Administrative Agent
	 	 	123	 
	Section 8.3. Administrative Agent’s Reliance, Etc
	 	 	124	 
	Section 8.4. GECC and Affiliates
	 	 	125	 
	Section 8.5. Lender Credit Decision
	 	 	125	 
	Section 8.6. Indemnification
	 	 	125	 
	Section 8.7. Successor Administrative Agent
	 	 	126	 
	Section 8.8. Setoff and Sharing of Payments
	 	 	126	 
	Section 8.9. Advances; Payments; Non-Funding Lenders; Information; Actions in Concert
	 	 	127	 
	 
	 	 	 	 
	ARTICLE IX

	MISCELLANEOUS

	 
	 	 	 	 
	Section 9.1. Successors and Assigns
	 	 	130	 
	Section 9.2. Complete Agreement; Modification of Agreement
	 	 	130	 
	Section 9.3. Amendments and Waivers
	 	 	130	 
	Section 9.4. Fees and Expenses; Indemnity
	 	 	132	 
	Section 9.5. No Waiver
	 	 	134	 
	Section 9.6. Remedies
	 	 	134	 
	Section 9.7. Severability
	 	 	134	 
	Section 9.8. Conflict of Terms
	 	 	134	 
	Section 9.9. Confidentiality
	 	 	134	 
	Section 9.10. GOVERNING LAW
	 	 	135	 
	Section 9.11. Notices
	 	 	136	 
	Section 9.12. Section Titles
	 	 	136	 
	Section 9.13. Counterparts
	 	 	136	 
	Section 9.14. WAIVER OF JURY TRIAL
	 	 	137	 
	Section 9.15. Press Releases and Related Matters
	 	 	137	 
	Section 9.16. Reinstatement
	 	 	137	 
	Section 9.17. Advice of Counsel
	 	 	137	 
	Section 9.18. No Strict Construction
	 	 	138	 
	Section 9.19. Interest Rate Limitation
	 	 	138	 
	Section 9.20. Entire Agreement
	 	 	138	 
	Section 9.21. Cross-Guaranty
	 	 	138	 
	Section 9.22. Representations of the Lenders with Respect to the Source of Funds
	 	 	141	 
	Section 9.23. Appointment of Documentation and Syndication Agents; No Responsibilities of the Agents
	 	 	143	 
	Section 9.24. Patriot Act Notice
	 	 	143	 
	Section 9.25. Release; Covenant Not to Sue
	 	 	143	 
	Section 9.26. No Advisory or Fiduciary Responsibility
	 	 	144	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE X

	EFFECT OF AMENDMENT AND RESTATEMENT

	 
	 	 	 	 
	Section 10.1. Confirmation of Existing Obligations; Termination of this Agreement
	 	 	145	 
	Section 10.2. Effect of Amendment and Restatement of the Existing Credit Agreement
	 	 	146	 







SCHEDULES




	 	 	 	 	 
	Schedule 1.1(c)

	 	-
	 	Net Debt
	 
	Schedule 1.1(d)

	 	-
	 	Net Senior Debt
	 
	Schedule 2.1

	 	 	 	Term Loan Balances
	 
	Schedule 2.2

	 	-
	 	Revolving Credit Commitments
	 
	Schedule 2.18

	 	-
	 	Existing Letters of Credit
	 
	Schedule 3.5(c)

	 	-
	 	Fiscal Periods
	 
	Schedule 3.8

	 	-
	 	Subsidiaries
	 
	Schedule 3.9

	 	 	 	Litigation
	 
	Schedule 3.14

	 	-
	 	Tax Matters
	 
	Schedule 3.16

	 	-
	 	ERISA Matters
	 
	Schedule 3.17

	 	-
	 	Environmental Matters
	 
	Schedule 3.20

	 	-
	 	Labor Matters
	 
	Schedule 3.21

	 	-
	 	Insurance
	 
	Schedule 3.24

	 	 	 	Material Contracts
	 
	Schedule 3.25

	 	-
	 	Non-Guarantor Expenditures
	 
	Schedule 3.26

	 	-
	 	Capital Stock; Interest in Joint Ventures
	 
	Schedule 3.27

	 	-
	 	Broker
	 
	Schedule 3.28

	 	-
	 	Intellectual Property
	 
	Schedule 3.29

	 	-
	 	Deposit and Disbursement Accounts
	 
	Schedule 3.30

	 	-
	 	Government Contracts
	 
	Schedule 6.1

	 	-
	 	Indebtedness
	 
	Schedule 6.2

	 	-
	 	Liens
	 
	Schedule 6.4

	 	-
	 	Investments
	 
	Schedule 9.11

	 	-
	 	Notice Addresses







-v-









 








EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	-
	 	Form of Monthly Report
	 
	Exhibit B

	 	-
	 	Form of Assignment and Acceptance Agreement
	 
	Exhibit C

	 	-
	 	Form of Omnibus Amendment and Reaffirmation Agreement
	 
	Exhibit D

	 	-
	 	Form of Revolving Loan Borrowing Request
	 
	Exhibit E

	 	-
	 	Form of Term Note
	 
	Exhibit F

	 	-
	 	Form of Revolving Note
	 
	Exhibit G

	 	-
	 	Form of Swingline Note
	 
	Exhibit H

	 	-
	 	Closing Checklist







-vi-









 








AMENDED AND RESTATED CREDIT AGREEMENT




          This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 23, 2008 (this
“Agreement”), is entered into by and among VOLUME SERVICES AMERICA, INC., a Delaware
corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE
AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes
collectively referred to herein as the “Borrowers” and individually as a
“Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), THE LENDERS
SIGNATORY HERETO FROM TIME TO TIME, as the Lenders (as defined herein), and GENERAL ELECTRIC
CAPITAL CORPORATION, as a Lender and as the Administrative Agent (together with its permitted
successors in such capacity, the “Administrative Agent”).




RECITALS:




          WHEREAS, Borrowers, Holdings, the Lenders, and the Administrative Agent are parties to that
certain Credit Agreement, dated as of April 1, 2005, as amended by that certain (i) First Amendment
to Credit Agreement, dated as of April 15, 2005, (ii) Consent and Amendment, dated as of September
30, 2005, (iii) Third Amendment to Credit Agreement, dated as of June 8, 2007, (iv) Waiver and
Fourth Amendment to Credit Agreement, dated as of March 10, 2008, (v) Consent and Fifth Amendment
to Credit Agreement, dated as of April 1, 2008, (vi) Sixth Amendment to Credit Agreement, dated as
of May 19, 2008, and (vii) Seventh Amendment to Credit Agreement, dated as of September 16, 2008
(collectively, as so amended, and as the same may be further amended, modified or supplemented in
accordance with its terms prior to the Restatement Effective Date, the “Existing Credit
Agreement”), whereby the Lenders have made certain extensions of credit to Borrowers.




          WHEREAS, the Borrowers and the other Loan Parties have granted to the Administrative Agent,
for the benefit of the Secured Parties, security interests in and Liens upon substantially all of
their existing and after-acquired personal and real property.




          WHEREAS, Holdings has guaranteed all of the obligations of the Borrowers and the other Loan
Parties to the Administrative Agent and the Lenders under the Loan Documents, and has granted a
security interest upon substantially all of its existing and after-acquired personal and real
property to secure such guaranty.




          WHEREAS, Borrowers, the other Loan Parties, the Administrative Agent and the Lenders desire to
amend and restate the Existing Credit Agreement as provided for herein.




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


 









 







thereunder, subject to the terms and conditions of this Agreement, including, without
limitation, the conditions precedent set forth in Section 4.2 hereof.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




ARTICLE I




DEFINITIONS




     Section 1.1. Defined Terms. As used in this Agreement, the following terms shall have
the meanings specified below:



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




          “ABR Loan” shall mean any ABR Revolving Loan, Swingline Loan or ABR Term Loan as the
context requires.




          “ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the provisions of Section
2.2.




          “ABR Term Loan” shall mean the Term Loan or any portion thereof bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the provisions of
Section 2.1.




          “Accounts” shall have the meaning given such term in the Security Agreement.




          “Activation Event” has the meaning ascribed to it in Section 5.17(d).




          “Activation Notice” has the meaning ascribed to it in Section 5.17(d).




          “Additional Security Documents” shall have the meaning given to such term in Section
5.11(b)(i).




          “Adjusted EBITDA” shall mean, for any Fiscal Period, (a) EBITDA for such Fiscal
Period, plus (b) to the extent deducted in calculating EBITDA for such period, the Non-Cash Items
for such Fiscal Period.




          “Administrative Agent” shall have the meaning given to such term in the preamble
hereto.




          “Affiliate” shall mean, when used with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified (it being understood any two or more investment
funds that invest in commercial loans and that are managed or advised by the same investment
advisor or by an Affiliate of such investment advisor shall be deemed Affiliates).




-2-









 







Unless otherwise provided herein, each reference to an Affiliate shall be deemed to refer to
an Affiliate of Holdings or its Subsidiaries.




          “Agent Fees” shall have the meaning given to such term in Section 2.5(c).




          “Agreement” shall have the meaning given to such term in the preamble hereto and as
the same may be further amended, restated, modified or supplemented from time to time after the
date hereof.




          “Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a)
the Prime Rate, (b) the sum of 0.5% per annum and the Federal Funds Rate and (c) the sum of (x)
Eurodollar Rate for an Interest Period of one (1) month as it appears on Reuters Screen LIBOR01
Page as of 11:00 a.m. (London, England time) two (2) Business Days prior to such day, plus (y) the
excess of the applicable Applicable Margin for Eurodollar Loans over the Applicable Margin for ABR
Loans, in each instance, as of such day. Any change in the Alternate Base Rate due to a change in
any of the foregoing shall be effective on the effective date of such change in the Prime Rate, the
Federal Funds Rate, or Eurodollar Rate for an Interest Period of one (1) month. If no such offered
rate for Eurodollar Rate exists, such rate will be the rate of interest per annum, as determined by
the Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of Dollars
in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business
Days prior to the applicable day by major financial institutions reasonably satisfactory to the
Administrative Agent in the London interbank market for such Interest Period for the applicable
principal amount on such date of determination.




          “Amortization” shall mean, for any Fiscal Period, amortization of Holdings and its
Subsidiaries for such Fiscal Period measured on a consolidated basis in accordance with U.S. GAAP.




          “Annual Clean-Up” shall have the meaning given to such term in Section 2.10(j).




          “Annual Excess Cash Flow” shall mean, for each Annual Fiscal Period, based on the
audited financial statements of Holdings delivered pursuant to Section 5.4(c), (a) Adjusted EBITDA
for such Annual Fiscal Period (but excluding any pro forma adjustments resulting from permitted
Business Acquisitions), less (b) the sum of (without duplication) (i) Cash Interest Expense
on all Indebtedness for such Annual Fiscal Period, (ii) principal payments (if any) required to be
made with respect to the Senior Indebtedness during such Annual Fiscal Period, (iii) Capital
Expenditures paid in cash during such Annual Fiscal Period (other than Capital Expenditures made
with Asset Sale Proceeds and repayments of loans or returns of capital under Service Contracts),
(iv) Tax Provisions paid in cash during such Annual Fiscal Period, (v) any increase in the
outstanding principal amount of Revolving Loans and Swingline Loans from the first day of such
Annual Fiscal Period to the last day of such Annual Fiscal Period, (vi) Distributions paid in cash
to Persons that are not Loan Parties during such Annual Fiscal Period to the extent permitted under
Section 6.16, (vii) cash used during such Annual Fiscal Period to make Permitted Business
Acquisitions, (viii) any cash expenses for such Annual Fiscal Period to the extent reflected in
clauses (d), (f) or (i) of the definition herein of the term “EBITDA” for such Annual Fiscal
Period, and (ix) the Permitted Capital Expenditure Carryover Amount for




-3-









 







such Annual Fiscal Period (in no event to duplicate from clause (b)(iii) of this definition)
plus (c) the Permitted Capital Expenditure Carryover Amount for the Annual Fiscal Period
immediately prior the current Annual Fiscal Period to the extent such amount was not used for
Capital Expenditures during the current Annual Fiscal Period (for the avoidance of doubt, any
Permitted Capital Expenditure Carryover Amount for the Annual Fiscal Period immediately prior the
current Annual Fiscal Period to the extent such amount was used for Capital Expenditures during the
current Annual Fiscal Period will be included in clause (b)(iii) of this definition).




          “Annual Fiscal Period” shall have the meaning given to such term in Section 3.5(c).




          “Applicable Margin” shall mean, on and at all times after the Restatement Effective
Date, a percentage per annum of (a) 5.00% for Revolving Loans that are ABR Loans and (b) 6.00% for
Revolving Loans that are Eurodollar Loans.




          “Applicable Percentage” shall mean, with respect to any and all matters relating to
any Lender at any time, (a) with respect to the Revolving Loans or the Revolving Credit Commitments
prior to the Commitment Termination Date, the percentage obtained by dividing (i) the Revolving
Credit Commitment of such Lender at such time by (ii) the aggregate Revolving Credit Commitments of
all Lenders at such time, (b) with respect to the Term Loan or the Term Loan Commitments, prior to
the Commitment Termination Date, the percentage obtained by dividing (i) the Term Loan Commitment
of that Lender at such time by (ii) the aggregate Term Loan Commitments of all Lenders at such
time, (c) with respect to all Loans or Commitments prior to the Commitment Termination Date, the
percentage obtained by dividing (i) the aggregate Commitments of that Lender at such time by (ii)
the aggregate Commitments of all Lenders at such time, and (d) with respect to all Loans on and
after the Commitment Termination Date, the percentage obtained by dividing (i) the aggregate
outstanding principal balance of the Loans held by that Lender at such time by (ii) the outstanding
principal balance of the Loans held by all Lenders at such time.




          “Asset Sale Proceeds” shall mean cash proceeds actually received by any Loan Party or
any Subsidiary from any Disposition (including any sale and leaseback of assets and any mortgage or
lease of real property) to any Person of any asset of such Loan Party or Subsidiary (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable, purchase price adjustment receivable or otherwise, and cash available to a Loan Party
or Subsidiary upon any release of funds from previously established reserves), net of (a)
reasonable attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title
insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage
recording taxes, required payments on Indebtedness (other than Indebtedness incurred under the Loan
Documents), and other reasonable fees, expenses and reserves (including brokerage and consultant
fees) and (b) taxes paid or payable as a result thereof (including withholding taxes incurred in
connection with cross-border transactions, if applicable, and taxes estimated by any Borrower to be
payable as a result thereof or as a result of such transactions), excluding cash proceeds from
Dispositions permitted under Section 6.5 and clauses (a), (c), (e) and (f) of Section 6.6,
Unamortized Contract Value Proceeds and any fees or other payments that are required to be made
periodically in the ordinary course pursuant to the terms of the Service Contracts;
provided that (x) if such Borrower shall deliver a certificate of a




-4-









 







Responsible Officer to the Administrative Agent promptly following receipt of any such
proceeds setting forth such Borrower’s intention to use, or to cause the applicable Loan Party or
Subsidiary to use, any portion of such proceeds to (A) purchase assets useful in the business of
the Loan Parties or (B) fund Consolidated Service Contract Capital Expenditures, in each case with
reference to clause (A) or (B) within 12 months of such receipt, such portion of such proceeds
shall not constitute Asset Sale Proceeds except to the extent not so used within such 12-month
period or to the extent an Event of Default occurs or is continuing during such 12-month period,
and (y) the aggregate amount of all such proceeds from Dispositions received after the Restatement
Effective Date that may be reinvested by the Loan Parties pursuant to the immediately preceding
clause (x) shall not exceed $5,000,000, and the amount of such proceeds from any single Disposition
(or series of related Dispositions) received after the Restatement Effective Date that may be
reinvested by the Loan Parties pursuant to the immediately preceding clause (x) shall not exceed
$1,000,000; provided further that any such cash proceeds received in excess of
$500,000 at any time prior to reinvestment thereof shall either (1) be used by the Borrowers to
repay the Revolving Loans (without any commitment reduction) and, if the outstanding Revolving
Loans have been repaid in full, the remaining balance of such proceeds, if any, shall be dealt with
in the manner set forth in clause (2) below of this definition, or (2) be deposited to and held in
a deposit account and/or an investment account of any Borrower in which the Administrative Agent on
behalf of the Secured Parties has a first priority perfected Lien pursuant to a Control Agreement
until such time as the Borrowers may use such proceeds to make reinvestments in manner permitted
under the first proviso of this definition. For purposes of calculating “Asset Sale Proceeds”, all
fees, commissions and other costs and expenses payable to Holdings, any Borrower or any Affiliates
of any of them shall be disregarded, other than such fees, commissions and other costs and expenses
paid to such Affiliates (excluding Holdings, the Borrowers or any Subsidiary) on terms that are no
less favorable to Holdings, such Borrower or any Subsidiary than would be obtained in a comparable
arm’s-length transaction with a Person that was not an Affiliate.




          “Assignment and Acceptance Agreement” shall have the meaning assigned to such term in
Section 8.1(a).




          “Available Cash” shall mean, for any Monthly Fiscal Period, (a) Adjusted EBITDA for
the twelve Monthly Fiscal Periods ending with such Monthly Fiscal Period, less (b) the sum of (i)
Cash Interest Expense related to the Senior Indebtedness, (ii) principal payments (if any) required
or made with respect to the Senior Indebtedness, (iii) Capital Expenditures made in cash (other
than Capital Expenditures made with Asset Sale Proceeds, proceeds of asset sales described in the
first proviso of the definition of “Asset Sale Proceeds”, Insurance Proceeds, equity issuance
proceeds described in clause (b) of the first parenthetical phrase of the definition of “Equity
Offering Proceeds”, and repayments of loans or returns of capital under Service Contracts), (iv)
Tax Provisions paid in cash and (v) Holdings Administrative Expenses, in each case for the twelve
Monthly Fiscal Periods ending with such Monthly Fiscal Period, plus (c) all tax credits and net
operating loss carryforwards used during the twelve Monthly Fiscal Periods ending with such Monthly
Fiscal Period, divided by (d) 12.




          “Blocked Accounts” has the meaning ascribed to it in Section 5.17(a).




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




          “Borrower” or “Borrowers” shall have the meaning given to such term in the
preamble hereto.




          “Borrower Intercompany Indebtedness” shall mean all outstanding Indebtedness of
Borrowers in connection with any intercompany loans made at any time by Holdings to any Borrower,
including, without limitation, the outstanding principal amount of the loans made from time to time
on and after December 10, 2003 by Holdings to the Borrowers pursuant to and evidenced by the
Borrower Intercompany Note.




          “Borrower Intercompany Note” shall mean that certain promissory note, dated as of
December 10, 2003, executed by the Borrowers in favor of Holdings.




          “Borrower Representative” means VSA in its capacity as Borrower Representative
pursuant to the provisions of Section 2.23.




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




          “Borrowing Request” shall mean a request by the Borrower Representative in accordance
with the terms of Section 2.2(h) with respect to Revolving Loans in substantially the form of
Exhibit D.




          “Brand Acquisitions” has the meaning ascribed to it in Section 6.8(a).




          “Business Day” shall mean any day other than a Saturday, Sunday or day on which banks
in New York City are authorized or required by law to close; provided, however,
that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude
any day that does not constitute a Eurodollar Business Day.




          “Canadian Foreign Subsidiary” shall mean each Subsidiary that is organized, formed or
incorporated under the laws of Canada or any province thereof.




          “Capital Expenditures” shall mean, for any Person, without duplication, (a) all
expenditures incurred by such Person that, in accordance with U.S. GAAP, are or should be included
in “purchase of property and equipment”, “purchase of location contract rights” or similar items
reflected in the statement of cash flows of such Person, (b) all expenditures by such Person to
acquire by purchase or otherwise the business or fixed assets of, or stock or other evidence of
beneficial ownership of, any other Person, (c) capital, routine maintenance and repair costs
incurred in connection with the negotiation, implementation, maintenance and repairs required with
respect to any Service Contract, (d) amounts expended to purchase or redeem the Capital Stock of a
minority shareholder or equity holder of a Non-Wholly-Owned Entity, including amounts expended as
consideration in a merger or consolidation of a Non-Wholly-Owned Entity, and (e) any loans to, or
investments made in, customers made in connection with Service Contracts; provided,
however, that Capital Expenditures for Holdings and its Subsidiaries shall not include (i)
expenditures of proceeds of insurance settlements,




-6-









 







condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned
assets, equipment or other property to the extent such expenditures are permitted to be made under
this Agreement and are made to replace or repair such lost, destroyed, damaged or condemned assets,
equipment or other property or otherwise to acquire assets or properties useful in the business of
Holdings and its Subsidiaries within 12 months of receipt of such proceeds, (ii) expenditures that
are accounted for as capital expenditures of such Person and that actually are paid for by a third
party (excluding Holdings, the Borrowers or any of the Borrowers’ Subsidiaries) and for which none
of Holdings, the Borrowers or any of the Borrowers’ Subsidiaries has provided or is required to
provide or incur, directly or indirectly, any cash payment obligation to such third party or any
other Person (whether before, during or after such period), (iii) expenditures by any Loan Party to
acquire assets or stock of a Person that is a Loan Party prior to such expenditure, and (iv) the
purchase price expended by any Loan Party for any Permitted Business Acquisition permitted under
Section 6.5(a).




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




          “Capital Stock” of any Person shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, any limited or general
partnership interest, any joint venture interest and any limited liability company membership
interest, but excluding any debt securities convertible into such equity.




          “Carry Over Amount” shall have the meaning ascribed to such term in Section 6.15(a).




          “Cash Equity Contribution” shall have the meaning ascribed to it in Section 5.19.




          “Cash Equivalent” shall have the meaning ascribed to it in Section 2.18(c)(i).




          “Cash Interest Expense” shall mean, for any Fiscal Period without duplication, (a) any
payments made in respect of the Letter of Credit Participation Fee during such period, and (b) cash
interest payments made in respect of the Indebtedness outstanding under the Loan Documents, the
Holdings Subordinated Notes, and other permitted Indebtedness, including, without limitation or
duplication, cash payments in respect of Deferred Subordinated Note Interest and interest thereon,
such amounts to be net of any interest income (after giving effect to any interest rate hedges)
during such Fiscal Period, but excluding the amount of the Deferred Subordinated Note Interest that
has accrued on or prior to the date of determination during such Fiscal Period and not been paid in
cash. Solely for the purpose of determining (i) the Interest Coverage Ratio under Sections 6.10
and 6.18, (ii) the Total Leverage Ratio under Sections 6.11 and 6.18, (iii) the Senior Leverage
Ratio under Sections 6.12 and 6.18 and (iv) the Fixed Charge Coverage Ratio in Section 6.25, any
amendment fees (including the Restatement Fee) paid by Holdings or any other Loan Parties in
connection with any amendments of the Credit Agreement




-7-









 







shall be deemed not to constitute Cash Interest Expense, but shall be deemed to constitute
other costs and expenses of Holdings or such Loan Party.




          “CERCLA” shall have the meaning given such term in the definition of “Environmental
Law”.




          “Change of Control” shall mean the occurrence of any of the following events:





     (i) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of Holdings or any or all of the Borrowers to any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act);




     (ii) the adoption of a plan relating to the liquidation or dissolution of Holdings or
any or all of the Borrowers;




     (iii) the acquisition by any Person or group (as such term in used in Section 13(d)(3)
of the Exchange Act) (other than the Sponsor) of a direct or indirect interest in more than
50% of the ownership of Holdings, or the voting power of the Capital Stock of Holdings, by
way of purchase, merger or consolidation or otherwise;




     (iv) Sponsor and its Affiliates cease to collectively own and control, beneficially and
of record, more than 50% of the issued and outstanding shares of Capital Stock of Holdings;




     (v) the first day on which a majority of the members of the Board of Directors of
Holdings are not Continuing Directors;




     (vi) Holdings ceases to own and control, beneficially and of record, 100% of the issued
and outstanding shares of Capital Stock of VSA; or




     (vii) VSA ceases to own and control, beneficially and of record, 100% of the issued and
outstanding shares of Capital Stock of the Borrowers (other than VSA).




     Notwithstanding anything to the contrary in this definition, the consummation of the
Merger on or prior to February 28, 2009 shall not constitute a Change of Control, provided
that each of the terms and conditions set forth in Section 4.2 of this Agreement shall have
been fully and timely satisfied on or prior to the consummation of the Merger.



          “Closing Checklist” means the schedule, including all appendices, exhibits or
schedules thereto, listing certain documents and information to be delivered in connection with the
Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in
the form attached hereto as Exhibit H.




          “Closing Costs” shall mean the reasonable transaction costs incurred by each of
Holdings and the Borrowers in connection with the Related Transactions.




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




-8-









 








          “Collateral” shall mean all real and personal property of the Loan Parties in which
the Administrative Agent (for the benefit of itself and the other Secured Parties) has been granted
a Lien to secure the Obligations.




          “Collection Account” means that certain account of the Administrative Agent, account
number 50-232-854 in the name of the Administrative Agent at Deutsche Bank Trust Company Americas
in New York, New York ABA No. 021-001-033, or such other account as may be specified in writing by
the Administrative Agent as the “Collection Account.”




          “Commitment Termination Date” means the earliest of (a) the Revolving Credit Maturity
Date, (b) the date of termination of Lenders’ obligations under this Agreement to make Revolving
Loans and to incur Letter of Credit Obligations or permit existing Loans to remain outstanding
pursuant to Article VII, and (c) the date of indefeasible prepayment in full by the Borrowers of
all of the Revolving Loans and the cancellation and return (or stand-by guarantee) of all Letters
of Credit or the cash collateralization of all Letter of Credit Obligations pursuant to Section
2.18(c), and the permanent reduction of all Commitments to zero dollars ($0).




          “Commitments” shall mean (i) as to any Lender, such Lender’s Term Loan Commitment and
Revolving Loan Commitment (including without duplication its Letter of Credit Commitment and, if
such Lender is the Swingline Lender, its Swingline Loan Commitment, each as a subfacility of such
Lender’s Revolving Credit Commitment), and (ii) as to all Lenders, their aggregate Term Loan
Commitments and Revolving Credit Commitments (including without duplication their aggregate Letter
of Credit Commitments and the Swingline Loan Commitment as subfacilities of their Revolving Credit
Commitments).




          “Commitment Fee” shall have the meaning given to such term in Section 2.5(a).




          “Consent” shall mean that certain Consent and Amendment dated as of September 30, 2005
by and among Holdings, the Borrowers, the Lenders party thereto and the Administrative Agent.




          “Consenting Lenders” shall have the meaning given to such term in Section 2.5(f).




          “Concentration Account Bank” shall have the meaning ascribed to it in Section 5.17(a).




          “Concentration Account” shall have the meaning ascribed to it in Section 5.17(a).




          “Consolidated Service Contract Capital Expenditures” shall mean Capital Expenditures
made by Holdings, the Borrowers and the Subsidiaries on a consolidated basis with respect to the
negotiation, implementation, extension, renewal, amendment or replacement of, or pursuant to any
terms of, any Service Contract, including, without limitation, advances and loans made by any of
Holdings, the Borrowers or the Subsidiaries pursuant to such Service Contracts.




          “Continuing Directors” shall mean, as of any date of determination, any member of the
Board of Directors of Holdings who (a) was a member of such Board of Directors as of the
Restatement Effective Date, or (b) was nominated for election or elected to such Board of




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Directors with the affirmative vote of at least a majority of the members of such Board of
Directors as of the date of the nomination or election.




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




          “Control Agreement” shall mean each agreement among a Loan Party, the Administrative
Agent and (a) a bank at which such Loan Party maintains deposit accounts, (b) the issuer of
uncertificated securities with respect to uncertificated securities in the name of such Loan Party
that are not held in a securities account in the name of such Loan Party, (c) a securities
intermediary with respect to securities, whether certificated or uncertificated, securities
entitlements and other financial assets held in a securities account in the name of such Loan
Party, or (d) a futures commission merchant or clearing house, as applicable, with respect to
commodity accounts and commodity contracts held by such Loan Party, in each case granting “control”
over such assets to the Administrative Agent in a manner that perfects the Lien of the
Administrative Agent on behalf of the Secured Parties under the UCC, in the form and substance
reasonably acceptable to the Administrative Agent.




          “Copyright License” means any and all rights now owned or hereafter acquired by any
Loan Party under any written agreement granting any right to use any Copyright or Copyright
registration.




          “Copyrights” means all of the following now owned or hereafter adopted or acquired by
any Loan Party: (a) all copyrights and General Intangibles (as such term is defined in the Security
Agreement) of like nature (whether registered or unregistered), all registrations and recordings
thereof, and all applications in connection therewith, including all registrations, recordings and
applications in the United States Copyright Office or in any similar office or agency of the United
States, any state or territory thereof, or any other country or any political subdivision thereof,
and (b) all reissues, extensions or renewals thereof.




          “Cost Savings” shall mean, in connection with any Permitted Business Acquisition,
tangible and quantifiable cost reductions (for example, head count reductions and reductions due to
facility closures) that the Borrowers demonstrate to the reasonable satisfaction of the
Administrative Agent will occur in connection with such Permitted Business Acquisition.




          “Covered Taxes” shall have the meaning given to such term in Section 2.17(a).




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




          “Debt Offering Proceeds” shall mean cash proceeds actually received by a Loan Party
from the incurrence, issuance or sale by any Loan Party or any Subsidiary of any Indebtedness
(other than Indebtedness permitted pursuant to Section 6.1 and Indebtedness constituting
Obligations), net of all taxes (including withholding taxes incurred in connection with
cross-border transactions, if applicable, and including taxes estimated by any Borrower to be
payable as a result thereof or as a result of such transactions) and fees (including investment
banking fees), commissions, costs and other expenses incurred in connection with such issuance




-10-









 







or sale. For purposes of calculating “Debt Offering Proceeds”, all reasonable fees,
commissions and other costs and expenses payable to Holdings, any Borrower or any Affiliate or any
of them shall be disregarded, other than such fees, commissions and other costs and expenses paid
to Affiliates (excluding Holdings, any Borrower or any Subsidiary) on terms that are no less
favorable to Holdings, any Borrower or any Subsidiary than would be obtained in a comparable
arm’s-length transaction with a Person that was not an Affiliate.




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




          “Default Rate” shall have the meaning given to such term in Section 2.6(f).




          “Deferred Subordinated Note Interest” shall mean, at any time, all interest accrued on
the Holdings Subordinated Notes, the payment of which has been deferred pursuant to the terms of
this Agreement or otherwise, to the extent remaining unpaid, together with all interest on such
interest, the payment of which has also been deferred pursuant to the terms of this Agreement, in
each case to the extent remaining unpaid.




          “Depreciation” shall mean, for any Fiscal Period, depreciation of Holdings and its
Subsidiaries for such Fiscal Period measured on a consolidated basis in accordance with U.S. GAAP.




          “Disbursement Account” has the meaning ascribed to it in Section 5.17(b).




          “Disposition” shall mean, with respect to any Person, the sale, lease, transfer or
other disposition, including on liquidation, dissolution or winding up, by such Person of any
properties or assets or any interest therein (including any Capital Stock of any Subsidiaries and
any joint venture interests held by such Person) owned or leased by such Person. For the avoidance
of doubt, a transfer of property (other than leased property) by a Person not having legal title to
such property shall not constitute a Disposition of such property by such Person.




          “Distribution” shall mean, with respect to Holdings or any of its Subsidiaries, (i)
any Dividend by such Person and (ii) any payment by such Person on account of any Indebtedness that
is subordinated in right of payment to the Obligations, including without limitation the Borrower
Intercompany Indebtedness, Holdings Subordinated Notes, Deferred Subordinated Note Interest and any
Guarantees thereof.




          “Dividend” shall mean, with respect to any Person, any dividend, distribution or
return on any equity capital paid in cash or any other property (excluding common equity of such
Person) to the stockholders, partners or members of such Person as such, or any redemption,
retirement, purchase or other acquisition of any shares of any class of its Capital Stock, any
partnership or membership interests or other equity interests, or any options or warrants issued by
such Person with respect to its Capital Stock or other equity interests of such Person, or the
setting aside of any funds for any of the foregoing purposes. Without limiting the foregoing,
“Dividends” with respect to any Person shall also include all payments made or required to be made
by such Person with respect to any stock appreciation rights, plans, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.




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




          “Domestic Subsidiary” shall mean each Subsidiary that is organized, formed or
incorporated in the United States of America or any State thereof.




          “EBITDA” shall mean, for any Fiscal Period, consolidated net income (or loss), as the
case may be, of Holdings and its Subsidiaries determined on a consolidated basis in accordance with
U.S. GAAP for such Fiscal Period (excluding all extraordinary gains or losses), and adding back to
the extent deducted in determining such consolidated net income (or loss) for such Fiscal Period
(and without duplication): (a) Interest Expense, (b) Depreciation, (c) Amortization, (d) Closing
Costs incurred during such period in connection with the Related Transactions in an aggregate
amount not to exceed $30,000,000, (e) Tax Provisions, (f) any restructuring charges (including
severance costs and lease terminations) not to exceed (i) $20,000,000 in the aggregate for Fiscal
Years 2009 and 2010 and (ii) $5,000,000 in the aggregate for Fiscal Years 2011 and 2012, (g)
management fees permitted by Section 6.17 and related cash expenses, (h) all prior transaction
costs, investment bank fees and other costs and fees incurred prior to the Restatement Effective
Date (and not constituting Closing Costs described in clause (d) of this definition), (i)
transaction costs, fees and expenses incurred after the Restatement Effective Date (and not
constituting Closing Costs described in clause (d) above of this definition) for Permitted
Acquisitions, permitted Asset Sales and the incurrence of permitted Indebtedness (other than Loans
hereunder) consummated during such period, provided that such costs, fees and expenses are
reasonably acceptable to the Administrative Agent, (j) to the extent actually reimbursed (but not
included in Consolidated Net Income), expenses incurred by Holdings and its Subsidiaries to the
extent covered by indemnification provisions in any agreement in connection with a Permitted
Acquisition, and (k) to the extent covered by insurance proceeds received by Holdings and its
Subsidiaries (but not included in Consolidated Net Income), expenses incurred by Holdings and its
Subsidiaries with respect to liability or casualty events or business interruption;
provided that in the event Holdings or any of its Subsidiaries makes a Permitted Business
Acquisition during such period, EBITDA for such period shall be calculated on a pro forma basis,
based on the results of such acquired person as if such Permitted Business Acquisition had occurred
on the first day of such period; and provided, further, that with respect to any such Permitted
Business Acquisition, EBITDA may be further adjusted for post-acquisition cost savings so long as
any and all such adjustments are reasonably satisfactory to the Administrative Agent and the
Administrative Agent has received from the Borrowers all supporting financial information as the
Administrative Agent may reasonably request in order to properly consider its approval of such
adjustments.




          “Environment” shall mean ambient air, surface water and groundwater (including potable
water, navigable water and wetlands), the land surface or subsurface strata, the workplace or as
otherwise defined in any Environmental Law.




          “Environmental Claim” shall mean any written accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on
behalf of, any Governmental Authority or any Person for damages, injunctive or equitable relief,
personal injury (including sickness, disease or death), Remedial Action costs, tangible or
intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on




-12-









 







the Environment caused by any Hazardous Material, or for fines, penalties or restrictions,
resulting from or based upon: (a) the threat, the existence, or the continuation of the existence
of a Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure
to any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or
disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental
Law or Environmental Permit.




          “Environmental Law” shall mean any and all applicable present and future treaties,
laws, 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 protection of the Environment, preservation or reclamation of natural resources, the
treatment, storage, disposal, Release or threatened Release of any Hazardous Material or to human
health or safety, including the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. (“CERCLA”),
the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and
the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901, et seq., the Federal Water
Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq., the Clean Air Act of 1970, as
amended, 42 U.S.C. §§ 7401 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.,
the National Environmental Policy Act of 1975, 42 U.S.C. §§ 4321 et seq., the Safe Drinking Water
Act of 1974, as amended, 42 U.S.C. §§ 300(f) et seq., and any similar or implementing state or
foreign law, and all amendments or regulations promulgated thereunder.




          “Environmental Liabilities” means, with respect to any Person, all liabilities,
obligations, responsibilities, response, remedial and removal costs, investigation and feasibility
study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages,
property damages, natural resource damages, consequential damages, treble damages, costs and
expenses (including all reasonable fees, disbursements and expenses of counsel, experts and
consultants), fines, penalties, sanctions and interest incurred as a result of or related to any
claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute or common law, in
each case arising under or related to any Environmental Laws, Environmental Permits, or in
connection with any Release or threatened Release or presence of any Hazardous Materials whether
on, at, in, under, from or about or in the vicinity of any real or personal property.




          “Environmental Permit” shall mean any permit, approval, authorization, certificate,
license, variance, filing or permission required by or from any Governmental Authority pursuant to
any Environmental Law.




          “Equity Offering Proceeds” shall mean cash proceeds actually received by a Loan Party
or any Subsidiary from the issuance of any equity security in consideration for the infusion of
capital (other than proceeds from the sale of (a) Capital Stock of Holdings to directors, officers
or employees of Holdings, any Borrower or any Subsidiary in connection with permitted employee
compensation, stock option and incentive arrangements, (b) Capital Stock of Holdings used to
finance investments permitted under Sections 6.4(k), 6.5(a) and 6.15, (c) Capital Stock of




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Holdings issued to the Sponsor and other stockholders as of the Restatement Effective Date,
and (d) Capital Stock issued to any Loan Party), net of all taxes and fees (including investment
banking fees), commissions, costs and other expenses incurred in connection with such issuance or
sale. For purposes of calculating “Equity Offering Proceeds”, all reasonable fees, commissions and
other costs and expenses payable to Holdings, any Borrower or any Affiliate of any of them shall be
disregarded, other than such fees, commissions and other costs and expenses paid to Affiliates
(excluding Holdings, any Borrower or any Subsidiary) on terms that are no less favorable to
Holdings, such Borrower or such Subsidiary (as the case may be) than would be obtained in a
comparable arm’s-length transaction with a Person that was not an Affiliate.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same
may be amended from time to time.




          “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrowers, 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.




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




          “Eurodollar Business Day” shall mean a Business Day on which banks in the City of
London are generally open for interbank or foreign exchange transactions.




          “Eurodollar Loan” shall mean any Revolving Loan or the Term Loan (or any portion
thereof) bearing interest at a rate determined by reference to the Eurodollar Rate in accordance
with the provisions of Article II.




          “Eurodollar Rate” shall mean, with respect to a Eurodollar Borrowing, for any Interest
Period, a rate per annum of interest determined by the Administrative Agent equal to:




          (a) the offered rate for deposits in United States Dollars for the applicable Interest Period
that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time), on the second full
Eurodollar Business Day next preceding the first day of such Interest Period (unless such date is
not a Business Day, in which event the next succeeding Business Day will be used); divided by




          (b) a number equal to 1.0 minus the aggregate (but without duplication) of the rates
(expressed as a decimal fraction and rounded upward, if necessary, to the nearest one-hundredth
(1/100th)) of reserve requirements in effect on the day that is 2 Eurodollar Business Days prior to
the beginning of such Interest Period (including basic, supplemental, marginal and emergency
reserves under any regulations of the Federal Reserve Board or other Governmental Authority having
jurisdiction with respect thereto, as now and from time to time in effect) for Eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board)
that are required to be maintained by a member bank of the Federal Reserve System.




-14-









 








          If such interest rates shall cease to be available from Telerate News Service, the Eurodollar
Rate shall be determined from such financial reporting service or other information as shall be
mutually acceptable to the Administrative Agent and the Borrower Representative. Notwithstanding
the foregoing, the Eurodollar Rate shall be deemed to be three and one- quarter percent (3.25%) for
all purposes of this Agreement if and for so long as the Eurodollar Rate as calculated above
pursuant to the provisions of this definition is at any time less than three and one-quarter
percent (3.25%).




          “Event of Default” shall have the meaning given such term in Article VII.




          “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder.




          “Excluded Service Contracts” shall mean any and all Existing Service Contracts
(including all extensions and renewals thereof) that contain a restriction on Liens on equipment
that would prohibit such equipment from being pledged to the Administrative Agent for the benefit
of the Secured Parties.




          “Existing Credit Agreement” shall have the meaning given to such term in the recitals
hereto.




          “Existing Letters of Credit” shall mean the letters of credit issued pursuant to the
Existing Credit Agreement prior to the Restatement Effective Date and described by date of
issuance, letter of credit number, undrawn amount, name of beneficiary and date of expiry on
Schedule 2.18 hereto, and “Existing Letter of Credit” means any one of them.




          “Existing Service Contract” shall mean (a) any Significant Service Contract existing
on the Restatement Effective Date and described on Schedule 3.24, (b) the Material Service
Contract, and (c) any other Service Contract existing on the Restatement Effective Date (in each
case other than the type described in clauses (a) or (b) above of this definition), in each case
together with any renewal or extension of any Service Contract described under clauses (a), (b) or
(c) of this definition.




          “Facility” shall mean the Revolving Credit Commitments (including without duplication
the Letter of Credit Commitments and the Swingline Loan Commitment as subfacilities of the
Revolving Credit Commitments) and the Term Loan Commitments.




          “Federal Funds Rate” shall mean, for any day, a floating rate equal to the weighted
average of the rates on overnight Federal funds transactions among members of the Federal Reserve
System, as determined by the Administrative Agent in its sole discretion, which determination shall
be final, binding and conclusive (absent manifest error).




          “Fees” shall mean the Commitment Fees, the Letter of Credit Participation Fees, the
Letter of Credit Fees, any Prepayment Fee, the Restatement Fee, and the Agent Fees.




          “Financial Officer” of any corporation shall mean the chief financial officer,
principal accounting officer, Treasurer, Assistant Treasurer or Controller of such corporation.




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          “First Tier Foreign Subsidiary” shall mean any Foreign Subsidiary owned directly by
Holdings or the Domestic Subsidiaries.




          “Fiscal Period” shall have the meaning given to such term in Section 3.5(c).




          “Fixed Charges” means, with respect to any Person for any period, the sum, determined
on a consolidated basis, of (a) the Cash Interest Expense for such period, plus (b) scheduled
payments of principal with respect to Indebtedness during such period, plus (c) income taxes paid
or payable in cash with respect to such period, plus (d) any management fees paid by Holdings or
any other Loan Party pursuant to any management agreement.




          “Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio
of (a) Adjusted EBITDA minus Capital Expenditures during such period (other than (x) that portion
of such Capital Expenditures financed by lenders other than the Lenders hereunder, and (y) Capital
Expenditures in respect of the Vancouver Exhibition & Convention Center to the extent and only to
the extent made from funds in an amount not to exceed $4,100,000 on deposit in deposit account
number 2000023971004 of Borrowers with Wachovia Bank, N.A. in existence on the date of this
Agreement, and provided such deposit account is subject to a Control Agreement on and after the
date of this Agreement) to (b) the Fixed Charges, in each case for the twelve Monthly Fiscal
Periods ending on such date of determination; provided, that, for the purposes of this
definition, Capital Expenditures under clause (a) for the three Quarterly Fiscal Periods following
the Restatement Effective Date shall be equal to the lesser of (i) the Fiscal Year-to-date 2009
Capital Expenditures, calculated on an annualized basis for the three Quarterly Fiscal Periods
following the Restatement Effective Date, and (ii) $27,000,000, representing the projected amount
of Capital Expenditures during the 2009 Annual Fiscal Period.




          “Foreign Subsidiary” shall mean each Subsidiary that is not a Domestic Subsidiary.




          “Foreign Subsidiary Non-Guarantor Expenditures” shall mean (i) any amount expended to
acquire an interest in, to invest in or to lend to a Canadian Foreign Subsidiary, including,
without limitation any purchase price expended in connection with any Permitted Business
Acquisition, and (ii) any assets or property sold, leased or transferred to a Canadian Foreign
Subsidiary. Foreign Subsidiary Non-Guarantor Expenditures outstanding at any time shall (x) be
calculated net of any Foreign Subsidiary Non-Guarantor Expenditures that have been repaid or
returned to Loan Parties in connection with such expenditure and (y) shall also be reduced by the
amount of distributions paid in cash by Canadian Foreign Subsidiaries to the Loan Parties that do
not otherwise constitute a repayment or return of Foreign Subsidiary Non-Guarantor Expenditures of
the type referred to in the immediately preceding clause (x).




          “GAAP” shall mean generally accepted accounting principles in effect from time to time
in the United States applied on a consistent basis or, when reference is made to another
jurisdiction, generally accepted accounting principles in such jurisdiction applied on a consistent
basis.




          “GECC” shall mean General Electric Capital Corporation, a Delaware corporation.




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          “GECC Fee Letter” shall have the meaning given to such term in Section 2.5(c).




          “General Intangibles” shall have the meaning given such term in the Security
Agreement.




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




          “Guarantee” of or by any Person shall mean (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by
virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease
property, securities or services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or (iv) entered into for the purpose of assuring in any other
manner the holders of such Indebtedness of the payment thereof or to protect such holders against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such
Person; provided, however, that the term “Guarantee” shall not include (i)
endorsements for collection or deposit, in either case in the ordinary course of business, or
customary and reasonable indemnity obligations in effect on the Restatement Effective Date or
entered into in connection with any acquisition or disposition of assets permitted under this
Agreement or (ii) reasonable and customary indemnity obligations arising under Service Contracts in
the ordinary course of business.




          “Guarantee Agreements” shall mean the Holdings Guarantee Agreement and the Subsidiary
Guarantee Agreement.




          “Guarantors” shall mean Holdings and the Subsidiary Guarantors.




          “Hazardous Materials” shall mean any material meeting the definition of a “hazardous
substance” in CERCLA 42 U.S.C. §9601(14) and all explosive or radioactive substances or wastes,
toxic substances or wastes, pollutants, solid, liquid or gaseous wastes, including petroleum,
petroleum distillates or fractions or residues, asbestos or asbestos-containing materials,
polychlorinated biphenyls (“PCBs”) or materials or equipment containing PCBs, radon gas, infectious
or medical wastes and all other hazardous or toxic substances or wastes of any nature regulated
pursuant to any Environmental Law, or that reasonably could form the basis of an Environmental
Claim.




          “Holdings” shall have the meaning given to such term in the preamble hereto.




          “Holdings Administrative Expenses” shall mean the legal, accounting, reporting,
overhead and other administrative costs and expenses incurred by Holdings.




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          “Holdings Guarantee Agreement” shall mean the Holdings Guarantee Agreement, dated as
of the Original Closing Date, made by Holdings in favor of the Administrative Agent for the benefit
of the Secured Parties, as amended by the Omnibus Amendment.




          “Holdings Subordinated Note Documents” shall mean the Holdings Subordinated Note
Indenture and all Holdings Subordinated Notes issued pursuant thereto.




          “Holdings Subordinated Note Indenture” shall mean that certain Indenture, dated as of
December 10, 2003, between Holdings and The Bank of New York, as Indenture Trustee, as in effect on
the date of this Agreement and as amended by the Indenture Modification and Noteholder Consent.




          “Holdings Subordinated Notes” shall mean the 13.5% subordinated notes due 2013 issued
by Holdings on December 10, 2003 pursuant to the Holdings Subordinated Note Indenture (including
any additional related subordinated notes issued after the Original Closing Date), as the same may
be amended, restated, modified or supplemented from time to time (and including subordinated notes
issued in respect of capitalized interest and interest paid-in-kind) pursuant to the Prospectus.




          “Indenture Modification and Noteholder Consent” shall mean a modification to the
Holdings Subordinated Note Indenture and related consent approved on or prior to the Restatement
Effective Date by not less than 50.1% of the outstanding aggregate principal amount of the Holdings
Subordinated Notes in connection with the consummation of the Tender Offer, which (i) removes and
nullifies the covenants set forth in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 5.01 of the
Holdings Subordinated Note Indenture, (ii) removes and nullifies all restrictions on the amendment
and modification of the Credit Agreement (other than the limitations on the imposition of financial
tests relating to interest deferral as set forth in Section 4.01(f) of the Holdings Subordinated
Note Indenture), and (iii) is otherwise in form and substance reasonably satisfactory to the
Administrative Agent.




          “Indenture Trustee” shall mean The Bank of New York in its capacity as trustee for the
holders of the Holdings Subordinated Notes, together with its successors in such capacity.




          “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of
such Person for borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid (other than trade
payables incurred in the ordinary course of business), (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property or assets purchased by
such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of
property or services (other than trade liabilities incurred and outstanding in the ordinary course
of business), (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
owned or acquired by such Person, whether or not the obligations secured thereby have been assumed,
(g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of
such Person, (i) all payments that such Person would have to make in the event of an early
termination, on the date Indebtedness of such Person is being determined, in respect of




-18-









 







outstanding interest rate protection agreements, foreign currency exchange agreements or other
interest or exchange rate hedging arrangements, and (j) all obligations of such Person as an
account party in respect of letters of credit and bankers’ acceptances. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person is a general partner,
other than to the extent that the instrument or agreement evidencing such Indebtedness expressly
limits the liability of such Person in respect thereof; provided that, if the sole asset of such
Person is its general partnership interest in such partnership, the amount of such Indebtedness
shall be deemed equal to the value of such general partnership interest and the amount of any
Indebtedness in respect of any Guarantee of such partnership Indebtedness shall be limited to the
same extent as such Guarantee may be limited.




          Indebtedness shall not include any (i) obligation of the Borrowers or any of the Subsidiaries
to make minimum payments or to provide minimum or guaranteed commissions under any Service Contract
or (ii) reasonable and customary indemnity obligations incurred in the ordinary cause of business
of the Borrowers and their Subsidiaries.




          “Indemnified Person” shall have the meaning given to such term in Section 9.4(b).




          “Initial Projections” shall have the meaning given to such term in Section 3.5(b).




          “Insurance Proceeds” shall mean (a) the cash proceeds from insurance actually received
by any Loan Party or any Subsidiary, including without limitation casualty insurance proceeds,
insurance settlements, condemnation awards and other settlements, with respect to any loss, damage,
destruction or condemnation of tangible assets owned by such Loan Party or such Subsidiary
(excluding (i) assets with respect to which such parties do not hold title pursuant to a Service
Contract and where the asset in question was obtained for the customer’s exclusive use pursuant to
the contract terms, but including proceeds available to a Loan Party or Subsidiary upon any release
of funds from previously established reserves with respect thereto, and (ii) any of the foregoing
proceeds that such Loan Party or any such Subsidiary is contractually obligated to pay to or for
the benefit of a customer pursuant to a Service Contract if such proceeds are required to be used
for the replacement or restoration of the assets which are the subject of such casualty event and
if such Loan Parties or such Subsidiary does not have title to the assets which are the subject of
such casualty event), and (b) business interruption insurance proceeds paid in lump sums (and not
on a periodic basis) of $500,000 or more (or at any time that an Event of Default has occurred and
is continuing, any such lesser amounts, whether paid on a periodic basis or in lump sums), in each
case (under clauses (a) and (b) above) net of taxes and reasonable expenses and reserves;
provided that if the Borrower shall deliver a certificate of a Responsible Officer to the
Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s
intention to use, or to cause the applicable Loan Party or Subsidiary to use, any portion of such
proceeds to (A) purchase assets useful in the business of the Borrower and the Subsidiaries or (B)
fund Consolidated Service Contract Capital Expenditures, in each case with respect to (A) or (B)
within 12 months of such receipt, such portion of such proceeds shall not constitute Insurance
Proceeds except to the extent (i) such proceeds are not so used within such 12-month period or (ii)
an Event of Default occurs or is continuing during such 12-month period (except if the Loan Party
or Subsidiary is required to reinvest the proceeds in a particular facility pursuant to a Service
Contract, this clause (ii) will not apply to the extent necessary to




-19-









 







permit such Loan Party or Subsidiary to so reinvest in such facility); provided,
further, that no proceeds realized with respect to a single event or series of related
events of $1,000,000 or less shall constitute Insurance Proceeds unless the aggregate amount of all
relevant proceeds received after the Restatement Effective Date exceeds $10,000,000 in aggregate or
$5,000,000 during any Annual Fiscal Period; provided further that any such cash
proceeds received in excess of $500,000 at any time prior to reinvestment thereof shall either (x)
be used by the Borrowers to repay the Revolving Loans (without any commitment reduction) and, if
the outstanding Revolving Loans have been repaid in full, the remaining balance of such proceeds,
if any, shall be dealt with in the manner set forth in clause (y) below of this definition, or (y)
be deposited to and held in a deposit account and/or an investment account of any Borrower in which
the Administrative Agent on behalf of the Secured Parties has a first priority perfected Lien
pursuant to a Control Agreement until such time as the Borrowers may use such proceeds to make
reinvestments in manner permitted under the first proviso of this definition.




          “Intellectual Property” shall mean any and all Licenses, Patents, Copyrights and
Trademarks.




          “Intellectual Property Security Agreement” shall mean the Intellectual Property
Security Agreement, dated as of the Original Closing Date, among Holdings, the Borrowers and
certain Subsidiaries and the Administrative Agent for the benefit of the Secured Parties, as
amended by the Omnibus Amendment.




          “Intercompany Subordination Agreement” shall mean that certain Subordination Agreement
dated as of the Original Closing Date, by and among Holdings, the Borrowers, the Subsidiary
Guarantors and the Administrative Agent, as amended by the Omnibus Amendment.




          “Interest Coverage Ratio” shall mean, as of any date of determination, the ratio of
(a) Adjusted EBITDA to (b) Cash Interest Expense, in each case for the twelve Monthly Fiscal
Periods ending on such date of determination; provided, however, that for any date
of determination prior to the first anniversary of the Restatement Effective Date, Cash Interest
Expense shall be measured for the period commencing on the Restatement Effective Date and ending on
the date of determination, divided by the number of days in such period and multiplied by 365.




          “Interest Deferral Period” shall mean any period during which the payment of interest
on the Holdings Subordinated Notes is deferred in accordance with Section 6.18.




          “Interest Expense” shall mean, for any Fiscal Period, (a) gross interest expense of
Holdings and its Subsidiaries for such Fiscal Period determined on a consolidated basis, including
without limitation (i) the amortization of debt discounts, (ii) the amortization of all fees
(including fees with respect to interest rate protection agreements) payable in connection with the
incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any
payments or accruals with respect to Capital Lease Obligations allocable to interest expense and
(iv) any interest accrued on the Deferred Subordinated Note Interest plus (b) capitalized interest
of Holdings and its Subsidiaries on a consolidated basis for such Fiscal Period minus (c) gross
interest income of Holdings and its Subsidiaries on a consolidated basis for such Fiscal Period.
For purposes of the foregoing, gross interest expense shall be determined after giving effect to




-20-









 







any net payments made or received by Holdings and its Subsidiaries with respect to interest
rate protection agreements.




          “Interest Payment Date” shall mean, with respect to Eurodollar Loans (without regard
to the term of the related Interest Period) and ABR Loans, the 20th day of each calendar month or,
if such day is not a Business Day, the immediately preceding Business Day.




          “Interest Period” shall mean as to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day
(or, if there is no numerically corresponding day, on the last day) in the calendar month that is
one, two, three or six months thereafter, as the Borrower Representative may elect, and the date
any Eurodollar Borrowing is converted to an ABR Borrowing in accordance with Section 2.7 or repaid
or prepaid in accordance with Section 2.9 or 2.10; provided, however, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (b) the Borrower Representative shall not be entitled to elect a six month
Interest Period with respect to any class of Loans unless such Interest Period is available to all
of the Lenders of such class and the Administrative Agent has received satisfactory confirmation of
the same from all of the Lenders of such class. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.




          “Joint Venture Non-Guarantor Expenditures” shall mean (i) any amount expended to
acquire an interest in, to invest in or to lend to a Non-Wholly-Owned Entity in which any Loan
Party owns Capital Stock, including, without limitation any purchase price expended in connection
with any Permitted Business Acquisition, but excluding amounts expended to acquire interests in any
Non-Wholly Owned Entity which as a result of such acquisition becomes a Wholly-Owned Subsidiary,
and (ii) any assets or property sold, leased or transferred to a Non-Wholly-Owned Entity. Joint
Venture Non-Guarantor Expenditures outstanding at any time shall be (x) calculated net of any Joint
Venture Non-Guarantor Expenditures that have been repaid or returned to Loan Parties and (y)
reduced by the amount of any distributions paid in cash by Non-Wholly-Owned Entities to the Loan
Parties that do not otherwise constitute a repayment or return of Joint Venture Non-Guarantor
Expenditures of the type referred to in the immediately preceding clause (x).




          “Lender” shall mean each Person listed on the signature pages hereto as a Lender,
together with each such institution’s successors and permitted assigns; provided, the term
“Lenders” shall also include the Swingline Lender and the Letter of Credit Issuer unless the
context otherwise requires.




          “Letter of Credit Cash Collateral Account” shall have the meaning ascribed to it in
Section 2.18(c)(i).




          “Letter of Credit Commitments” shall mean (i) as to any Revolving Lender, the
commitment of such Lender to incur Letter of Credit Obligations hereunder pursuant to Section




-21-









 







2.18(a) and (b), which commitment is a subfacility of such Lender’s Revolving Credit
Commitment, and (ii) as to all Revolving Lenders, the aggregate Letter of Credit Commitments of
such Lenders.




          “Letter of Credit Exposure” shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal
amount of all Letter of Credit Obligations that have not yet been reimbursed at such time. The
Letter of Credit Exposure of any Revolving Lender at any time shall mean its Applicable Percentage
of the aggregate Letter of Credit Exposure at such time.




          “Letter of Credit Fees” shall have the meaning given to such term in Section 2.5(b).




          “Letter of Credit Issuer” has the meaning ascribed to it in Section 2.18(a).




          “Letter of Credit Obligations” shall mean all outstanding obligations incurred by the
Administrative Agent and Lenders at the request of Borrower Representative, whether direct or
indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of
Credit by the Administrative Agent or another Letter of Credit Issuer or the purchase of a
participation as set forth in Section 2.18(b) with respect to any Letter of Credit. The amount of
such Letter of Credit Obligations shall equal the maximum amount that may be payable at such time
or at any time thereafter by the Administrative Agent or Lenders thereupon or pursuant thereto.




          “Letter of Credit Participation Fee” shall have the meaning given such term in Section
2.5(b).




          “Letter of Credit Sublimit” shall mean Thirty-Five Million Dollars ($35,000,000), as
such amount may be adjusted from time to time in accordance with this Agreement.




          “Letters of Credit” shall mean documentary or standby letters of credit issued for the
account of any Borrower by any Letter of Credit Issuer, and bankers’ acceptances issued by any
Borrower, for which Administrative Agent and Lenders have incurred Letter of Credit Obligations.




          “License” shall mean any Copyright License, Patent License, Trademark License or other
license of rights or interests now held or hereafter acquired by any Loan Party.




          “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor
or a lessor under any conditional sale agreement, capital lease or title retention agreement
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. For purposes of clarification, (i) deposit
accounts maintained by any Borrower or any of its Subsidiaries for the benefit of third parties
under Service Contracts, and any interest of such third parties therein, and (ii) any obligation of
a Loan Party to return or resell assets, at the termination of, or to perform under the terms of, a
Service Contract, in each case shall not be considered Liens.




-22-









 








          “Litigation” shall mean any action, claim, lawsuit, demand, investigation or
proceeding that is pending or, to the knowledge of any Loan Party, threatened against any Loan
Party, before any Governmental Authority or before any arbitrator or panel of arbitrators.




          “Loan” and/or “Loans” shall mean the Revolving Loans, the Term Loan and/or the
Swingline Loans, in each case as the context requires.




          “Loan Account” has the meaning ascribed to it in Section 2.4(d).




          “Loan Documents” shall mean this Agreement, the Notes, the Letters of Credit, the
Guarantee Agreements, the GECC Fee Letter, the Master Documentary Agreement, the Master Standby
Agreement, the Security Documents, the Omnibus Amendment, and all other agreements, instruments,
documents and certificates identified in the Closing Checklist executed and delivered to, or in
favor of, Administrative Agent or any Lenders and including all other pledges, powers of attorney,
consents, assignments, contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and
delivered to Administrative Agent or any Lender in connection with the Agreement or the
transactions contemplated thereby. Any reference in the 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 the Agreement or such
Loan Document as the same may be in effect at any and all times such reference becomes operative.




          “Loan Party” shall mean any Borrower or any Guarantor, as the context requires, and
“Loan Parties” shall mean, collectively, the Borrowers and the Guarantors.




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




          “Master Documentary Agreement” shall mean the Master Agreement for Documentary Letters
of Credit dated as of the Original Closing Date among the Borrowers, as Applicants, and GECC, as
amended by the Omnibus Amendment.




          “Master Standby Agreement” shall mean the Master Agreement for Standby Letters of
Credit dated as of the Original Closing Date among the Borrowers, as Applicants, and GECC, as
amended by the Omnibus Amendment.




          “Material Adverse Effect” shall mean any fact, event or circumstance that, alone or
when taken with other events or conditions occurring or existing concurrently with such event or
condition, (a) has or is reasonably expected to have a material adverse effect on the business,
operations, condition (financial or otherwise), assets, liabilities or properties of the Loan
Parties taken as a whole; (b) has or is reasonably expected to have any material adverse effect on
the validity or enforceability of any Loan Document; (c) materially impairs or is reasonably
expected to materially impair the ability of any Loan Party to pay and perform any Obligations; (d)
materially impairs or is reasonably expected to materially impair the ability of the Administrative
Agent or any Lender to enforce its rights and remedies under any Loan Document; or (e) has or is
reasonably expected to have any material adverse effect on a material portion of the Collateral,
the Liens of the Administrative Agent for the benefit of itself and the Secured Parties in such
Collateral or the priority of such Liens.




-23-









 








          “Material Service Contract” shall mean that certain “Material Service Contract” as
identified in a writing dated February 17, 2005 by Holdings addressed and delivered to the
Administrative Agent.




          “Merger” shall mean the merger of KPLT Mergerco, Inc., a Delaware corporation, with
and into Holdings, with Holdings being the survivor of such merger, as contemplated by the terms of
the Merger Agreement.




          “Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of
September 18, 2008, by and among KPLT Holdings, Inc., a Delaware corporation, KPLT Mergerco, Inc.,
a Delaware corporation and a direct, wholly owned Subsidiary of KPLT Holdings, Inc., and Holdings,
existing as of the Restatement Effective Date, together with all schedules, annexes, attachments
and exhibits thereto.




          “Merger Documents” shall mean the Merger Agreement, together with all agreements,
instruments, documents entered into in connection with, governing or evidencing the terms and
conditions of the Merger, including, without limitation, all agreements, plans and certificates of
merger, executed, delivered or filed with any Governmental Authorities in connection with the
Merger.




          “Monthly Fiscal Period” shall have the meaning given to such term in Section 3.5(c).




          “Monthly Report” shall have the meaning given to such term in Section 5.4(a).




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




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




          “Net Debt” shall mean, as of any date, (a) the actual outstanding amount of all funded
Indebtedness of Holdings and its Subsidiaries on such date, measured on a consolidated basis
(provided that with respect to the portion thereof represented by the Revolving Credit Commitments,
subject to the last two sentences of this definition, such amount shall be calculated as the
weighted average principal balance of Revolving Credit Exposure outstanding during the immediately
preceding twelve Monthly Fiscal Periods), plus (b) without duplication (i) the principal amount of
the outstanding Term Loan, and (ii) all other Indebtedness of Holdings and its Subsidiaries on such
date, measured on a consolidated basis (including, without limitation, the outstanding principal
amount of Holdings Subordinated Notes and Deferred Subordinated Note Interest), less (c) the amount
of cash of Holdings and its Subsidiaries on the balance sheet on such date in excess of $7,500,000
to the extent such excess cash consists of immediately available, unrestricted funds in deposit
accounts (which deposit accounts either (1) are swept on a daily basis to the Concentration Account
or (2) constitute Blocked Accounts or the Concentration Account and are subject to a Control
Agreement, in either case pursuant to Section 5.17 hereof), excluding for all purposes of this
clause (c) all cash held for the benefit of




-24-









 







third parties pursuant to Service Contracts (whether or not such cash is held in deposit
accounts in the name of Holdings or any of its Subsidiaries). “Net Debt” shall not include,
without duplication (i) obligations of Holdings or any of its Subsidiaries to make minimum payments
or to provide minimum or guaranteed commissions under any service contract or any reasonable and
customary indemnification obligations incurred by Holdings or its Subsidiaries, (ii) any early
termination payments that would be owed by Holdings and its Subsidiaries on such date if all
outstanding interest rate protection agreements, foreign currency exchange agreements or other
interest or exchange rate hedging arrangements were terminated, and (iii) reimbursement obligations
with respect to letters of credit. For the purposes of determining Net Debt at any time prior to
the first anniversary of the Restatement Effective Date, the weighted average principal balance of
the Revolving Credit Exposure with respect to any portion of such period that falls prior to the
Restatement Effective Date shall be deemed to be equal to the amount set forth on Schedule 1.1(c)
less the amount of the voluntary prepayment of the Revolving Loan made pursuant to Section 4.2(o).




          “Net Senior Debt” shall mean, (a) all Indebtedness of Holdings and its Subsidiaries on
such date, measured on a consolidated basis (provided that with respect to the portion thereof
represented by the Revolver Commitments, subject to the last two sentences of this definition, such
amount shall be calculated as the weighted average principal balance of Revolving Credit Exposure
outstanding during the immediately preceding twelve Monthly Fiscal Periods), plus (b) without
duplication, the principal amount of the outstanding Term Loan, less (c) the amount of cash of
Holdings and its Subsidiaries on the balance sheet on such date in excess of $7,500,000 to the
extent such excess cash consists of immediately available, unrestricted funds in deposit accounts
(which deposit accounts either (1) are swept on a daily basis to the Concentration Account or (2)
constitute Blocked Accounts or the Concentration Account and are subject to a Control Agreement, in
either case (1) or (2) above pursuant to Section 5.17 hereof, excluding for all purposes of this
clause (c) all cash held for the benefit of third parties pursuant to Service Contracts. “Net
Senior Debt” shall not include (i) the outstanding principal amount of any Holdings Subordinated
Notes and any Deferred Subordinated Note Interest, (ii) any early termination payments that would
be owed if all outstanding interest rate protection agreements, foreign currency exchange
agreements or other interest or exchange rate hedging arrangements were terminated, (iii)
obligations of Holdings or any of its Subsidiaries to make minimum payments or to provide minimum
or guaranteed commissions under any Service Contract or any reasonable and customary
indemnification obligation incurred by Holdings or its Subsidiaries and (iv) reimbursement
obligations with respect to letters of credit. For the purposes of determining Net Senior Debt at
any time prior to the first anniversary of the Restatement Effective Date, the weighted average
principal balance of the Revolving Credit Exposure with respect to any portion of such period that
falls prior to the Restatement Effective Date shall be deemed to be equal to the amount set forth
on Schedule 1.1(d) less the amount of the voluntary prepayment of the Revolving Loan made pursuant
to Section 4.2(o).




          “New Client Service Contracts” shall have the meaning given to such term in the
definition of Permitted Lien Restriction.




          “New Service Contract” shall mean any Service Contract other than an Existing Service
Contract.




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          “Non-Cash Items” shall mean, for any Fiscal Period, all non-cash charges for such
Fiscal Period.




          “Non-Funding Lender” shall have the meaning given to such term in Section 8.9(a)(ii).




          “Non-Guarantor Expenditures” shall mean (i) Foreign Subsidiary Non-Guarantor
Expenditures, and (ii) Joint Venture Non-Guarantor Expenditures.




          “Non-U.S. Lender” shall have the meaning given to such term in Section 2.17(a).




          “Non-Wholly-Owned Entities” shall mean (a) any Subsidiary other than a Wholly-Owned
Subsidiary or a Foreign Subsidiary, and (b) any joint venture in which the Loan Parties own less
than a majority of the equity interests of such joint venture and which is not otherwise Controlled
by any of the Loan Parties.




          “Notes” shall mean any promissory notes of the Borrowers issued or executed pursuant
to this Agreement.




          “Obligations” shall mean all obligations owing by any Loan Party to the Administrative
Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document,
and shall include all now existing or hereafter arising debts, obligations, covenants, and duties
of payment or performance of every kind, matured or unmatured, direct or contingent, owing,
arising, due, or payable to the Administrative Agent or any Lender by any Loan Party arising out of
this Agreement or any other Loan Document, including all obligations to repay the Loans, all
reimbursement obligations related to the Letter of Credit Obligations, and all obligations to pay,
interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to any Loan
Party or for which any Loan Party is liable as indemnitor or guarantor under the Loan Documents,
whether or not evidenced by any note or other instrument.




          “Omnibus Amendment” shall mean the Omnibus Amendment and Reaffirmation Agreement,
dated as of the Restatement Effective Date, among Borrowers, Holdings, the other Loan Parties and
the Administrative Agent, substantially in the form of Exhibit C.




          “Original Closing Date” shall mean April 1, 2005.




          “Other Taxes” shall have the meaning given to such term in Section 2.17(b).




          “Patent License” shall mean rights under any written agreement now owned or hereafter
acquired by any Loan Party granting any right with respect to any invention on which a Patent is in
existence.




          “Patents” shall mean all of the following in which any Loan Party now holds or
hereafter acquires any interest: (a) all letters patent of the United States or of any other
country, all registrations and recordings thereof, and all applications for letters patent of the
United States or of any other country, including registrations, recordings and applications in the
United States Patent and Trademark Office or in any similar office or agency of the United States,
any State, or any other country, and (b) all reissues, continuations, continuations in part or
extensions thereof.




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




          “Permitted Business Acquisition” shall mean any acquisition by any Loan Party of all
or any portion of the assets of, or shares or other equity interests in, a Person or division or
line of business of a Person (or any subsequent investment made in a previously acquired Permitted
Business Acquisition) if immediately after giving effect thereto each of the following conditions
are satisfied in full: (a) no Default or Event of Default shall have occurred and be continuing or
would result therefrom; (b) all transactions related thereto shall be consummated in accordance
with applicable laws; (c) the board of directors or similar authority of the Person whose assets or
Capital Stock are being acquired has approved the transaction; (d) at least 90% of the Capital
Stock of any acquired or newly formed corporation, partnership, association or other business
entity (other than any Non-Wholly-Owned Entity) is owned directly by a Loan Party or its Subsidiary
and all actions required to be taken, if any, with respect to such acquired or newly formed
Subsidiary under Section 5.11 shall have been taken; (e) Holdings, the Borrowers and the
Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such acquisition
or formation, with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.25 recomputed as at
the last day of the most recently ended Monthly Fiscal Period for which a Monthly Report has been
delivered as if such acquisition had occurred on the first day of each relevant period for testing
such compliance, and the Borrowers shall have delivered to the Administrative Agent a certificate
of a Financial Officer to such effect, together with all relevant financial information for such
Subsidiary or assets (with target’s financial statements certified by a certified public accounting
firm reasonably acceptable to the Administrative Agent, unless the Administrative Agent has agreed
in writing to waive such requirement of certification of the target’s financial statements by a
certified public accounting firm), and any other information as may reasonably be requested by the
Administrative Agent; (f) any acquired or newly formed Subsidiary shall not be liable for any
Indebtedness (except for Indebtedness permitted by Section 6.1); (g) the Administrative Agent shall
receive at least 10 Business Days’ prior written notice (or such later notice as the may be
approved in writing by the Administrative Agent in its sole discretion) of such proposed
acquisition, which notice shall include a reasonably detailed description of such proposed
acquisition; (h) such acquisition shall only involve assets located in the United States or Canada
(subject to the restrictions on acquisition and investment in Canadian Foreign Subsidiaries set
forth in Sections 6.4(a) and 6.5) and comprising a business, or those assets of a business, of the
type permitted to be engaged in under Section 6.8, and which business would not subject the
Administrative Agent or any Lender to regulatory or third party approvals in connection with the
exercise of its rights and remedies under this Agreement or any other Loan Documents other than
approvals applicable to the exercise of such rights and remedies with respect to the Borrowers
prior to such acquisition; (i) the acquisition target shall not have incurred an operating loss for
the trailing twelve-month period preceding the date of such proposed acquisition, as determined
based upon the target’s financial statements for its most recently completed twelve consecutive
fiscal months prior to the date of consummation of such proposed acquisition and after giving
effect to any Cost Savings reasonably approved by the Administrative Agent, provided,
however that if approved by the Administrative Agent in writing, the acquisition target in
connection with a Brand Acquisition may have an operating loss for the trailing twelve-month period
preceding the date of such proposed acquisition so long as such operating loss does not exceed
$500,000 individually for such target and $2,000,000 in the aggregate for all operating losses
associated with such target and all other Brand Acquisition




-27-









 







targets acquired after the Restatement Effective Date; (j) the business and assets acquired in
such proposed acquisition shall be free and clear of all Liens (other than Permitted Liens); (k)
the Loan Parties shall have complied fully with Section 5.11 in connection with such acquisition;
(l) the Administrative Agent shall have received a certificate of the chief financial officer of
Holdings to the effect that (i) the Loan Parties taken as a whole will be solvent upon the
consummation of such acquisition and (ii) Holdings and the Borrowers have completed their due
diligence investigation with respect to the target and such proposed acquisition, which
investigation was conducted in a manner similar to that which would have been conducted by a
prudent purchaser of a comparable business and the results of which investigation were delivered to
the Administrative Agent and Lenders; (m) after giving effect to any proposed stock acquisition,
the target (other than any Non-Wholly-Owned Entity) shall be a wholly-owned direct or indirect
Subsidiary of a Borrower or a Guarantor or shall have merged with or into any Borrower or Guarantor
with such Borrower or Guarantor being the survivor of such merger; and (n) the Administrative Agent
shall have received at least ten Business Days’ prior to the consummation of such acquisition (or
as soon as available prior to the consummation of such acquisition, if the drafts referred to below
are not then available), copies of the draft acquisition agreement and related draft agreements and
instruments, and all opinions, certificates, lien search results and other documents reasonably
requested by the Administrative Agent, and the Administrative Agent shall have received final
execution copies of the acquisition agreement and related agreements and instruments promptly (and
in any event within fifteen days after) the consummation of such acquisition.




          “Permitted Capital Expenditure Carryover Amount” means, for any Annual Fiscal Period,
an amount equal to the permitted Carry Over Amount (as such term is defined in Section 6.15(a) of
this Agreement) for such Annual Fiscal Period.




          “Permitted JV Lien Restriction” shall mean a restriction on Liens on equipment
purchased or acquired with Permitted Non-Wholly-Owned Entity Capital Expenditures, which
restriction is set forth in any joint venture agreement that a Non-Wholly-Owned Entity is a party
to or otherwise imposed by the terms of any joint venture arrangement that any Non-Wholly-Owned
Entity is subject to and which restriction would prohibit such equipment from being pledged to the
Administrative Agent for the benefit of the Secured Parties, provided that each of the
following conditions are met:




          (a) the Loan Parties shall have used their best efforts to exclude such restriction on Liens
from the terms of any such joint venture agreement or joint venture arrangement described above in
this definition, which best efforts shall not in any event require that the Loan Parties (i) pay
any additional fees or consideration to any Person, (ii) alter the economics of such joint venture
agreement or joint venture arrangement or (iii) refuse to enter into such joint venture agreement
or joint venture arrangement on the basis of the inclusion of such restriction after the Loan
Parties have otherwise used their best efforts to try to have such restriction excluded or removed
from such joint venture agreement or joint venture arrangement; and




          (b) as of any date of determination, the sum of (i) the aggregate net book value of equipment
owned by the Loan Parties and acquired with Permitted Non-Wholly-Owned Entity Capital Expenditures
as of such date of determination that is subject to a restriction on




-28-









 







Liens thereon imposed under any joint venture agreement that a Non-Wholly-Owned Entity is a
party to or otherwise imposed by the terms of any joint venture arrangement that any
Non-Wholly-Owned Entity is subject to, plus (ii) the aggregate net book value of equipment owned by
the Loan Parties as of such date of determination that is subject to a restriction on Liens thereon
imposed under all New Client Service Contracts that prohibit such equipment from being pledged to
the Administrative Agent for the benefit of the Secured Parties (A) located at the venue(s) to
which such New Client Service Contracts relate, (B) title to which is held by a Loan Party and (C)
which is not subject to a Lien in favor of one or more of the clients parties to such Service
Contracts, shall not exceed the greater of (x) $20,000,000 and (y) 25% of the sum of the total
Capital Expenditures made or incurred by the Loan Parties after the Restatement Effective Date for
all New Client Service Contracts plus the total Permitted Non-Wholly-Owned Entity Capital
Expenditures made or incurred by the Loan Parties after the Restatement Effective Date.




          “Permitted Lien Restriction” shall mean a restriction on Liens on equipment that is
the subject of any Service Contracts and that would prohibit such equipment from being pledged to
the Administrative Agent for the benefit of the Secured Parties, provided that each of the
following conditions are met:




          (a) the Loan Parties shall have used their best efforts to exclude such restriction on Liens
from the terms of any New Client Service Contracts (defined below) and any extensions or renewals
of any Existing Service Contracts (other than Excluded Service Contracts), which best efforts shall
not in any event require that the Loan Parties (i) pay any additional fees or consideration to any
Person, (ii) alter the economics of such Service Contract or (iii) refuse to enter into such
Service Contract on the basis of the inclusion of such restriction after the Loan Parties have
otherwise used their best efforts to try to have such restriction excluded or removed from such
Service Contract; and




          (b) as of any date of determination, the sum of (i) the aggregate net book value of equipment
owned by the Loan Parties as of such date of determination that is subject to a restriction on
Liens thereon imposed under New Service Contracts with clients or relating to teams as to whom none
of the Loan Parties has an Existing Service Contract (referred to herein as “New Client Service
Contracts”) (A) located at the venue(s) to which such New Client Service Contracts relate, (B)
title to which is held by a Loan Party and (C) which is not subject to a Lien in favor of one or
more of the clients parties to such Service Contracts, plus (ii) the aggregate net book value of
equipment owned by the Loan Parties and purchased or acquired with Permitted Non-Wholly-Owned
Entity Capital Expenditures and that is subject to a restriction on Lien thereon imposed under any
joint venture agreement that a Non-Wholly-Owned Entity is a party to or otherwise imposed by the
terms of any joint venture arrangement that any Non-Wholly-Owned Entity is subject to, shall not
exceed the greater of (x) $20,000,000 and (y) 25% of the sum of total Capital Expenditures made or
incurred by the Loan Parties after the Restatement Effective Date for all New Client Service
Contracts plus the total Permitted Non-Wholly-Owned Entity Capital Expenditures made or incurred by
the Loan Parties after the Restatement Effective Date.




          “Permitted Liens” shall mean all Liens expressly permitted under Section 6.2.




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          “Permitted Liquid Investments” shall mean: (a) direct obligations of the United
States of America or any agency thereof or obligations guaranteed by the United States of America
or any agency thereof; (b) time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which
is organized under the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and undivided profits
aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose
long-term debt, or whose parent holding company’s long-tern debt, is rated A (or such similar
equivalent rating or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act of 1933, as amended)); (c) repurchase obligations
with a term of not more than 30 days for underlying securities of the types described in clause (a)
above entered into with a bank meeting the qualifications described in clause (b) above; (d)
commercial paper, maturing not more than 180 days after the date of acquisition, issued by a
corporation (other than an Affiliate of any Borrower) organized and in existence under the laws of
the United States of America or any foreign country recognized by the United States of America with
a rating at the time as of which any investment therein is made of P-1 (or higher) according to
Moody’s, or A-1 (or higher) according to S&P; (e) securities with maturities of six months or less
from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing authority thereof, and
rated at least A by S&P or A by Moody’s; (f) mutual funds whose investment guidelines restrict such
funds’ investments to those satisfying the provisions of clauses (a) through (e) above; and (g)
time deposit accounts, certificates of deposit and money market deposits in an aggregate face
amount not in excess of 1/2 of 1% of total assets of Holdings and its Subsidiaries, on a
consolidated basis, as of the end of Holdings’ most recently completed Annual Fiscal Period.




          “Permitted Non-Wholly-Owned Entity Capital Expenditures” shall mean Capital
Expenditures made by any Borrower or any Wholly-Owned Subsidiary on behalf of a Non-Wholly-Owned
Entity to the extent that each of the following conditions are met:




          (a) such Capital Expenditures are made to acquire or purchase assets used or useful in the
business of the Borrowers or such Wholly-Owned Subsidiary;




          (b) a Borrower or such Wholly-Owned Subsidiary has and at all times retains title to the
assets purchased or acquired in connection with such Capital Expenditures and such assets are
reflected in on the balance sheet of such Borrower or such Wholly-Owned Subsidiary as an asset of
such Borrower or such Wholly-Owned Subsidiary in accordance with GAAP; and




          (c) such Capital Expenditures are permitted under Section 6.15.




          “Permitted Service Contract” shall mean any Service Contract if, in the case of a New
Service Contract, immediately after its becoming effective or, in the case of a Service Contract
being renewed or extended, immediately after the effectiveness of such renewal or extension: (a)
no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b)
all transactions related thereto and performance thereunder shall be consummated in accordance with
applicable laws, and (c) all rights in such Service Contract are




-30-









 







owned directly by a Borrower, a Subsidiary or a joint venture in which a Borrower or a
Subsidiary has at least a 50% interest.




          “Person” shall mean any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability company,
institution, public benefit corporation, other entity or government (whether federal, state,
county, city, municipal, local, foreign, or otherwise, including any instrumentality, division,
agency, body or department thereof).




          “Plan” shall mean any employee pension benefit plan as defined in Section 3(2) of
ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code and in respect of which any Borrower 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.




          “Pledge Agreement” shall mean the Pledge Agreement, dated as of the Original Closing
Date, among Holdings, the Borrowers, certain Subsidiaries and the Administrative Agent for the
benefit of the Secured Parties, as amended by the Omnibus Amendment.




          “Pledged Stock” shall have the meaning given to such term in the Pledge Agreement.




          “Prepayment Fee” shall have the meaning given to such term in Section 2.5(d).




          “Prepayment Fee Percentage” shall have the meaning given to such term in Section
2.5(d).




          “Prepayment Notice” shall have the meaning given to such term in Section 2.10(h).




          “Prime Rate” shall mean for any day, a floating rate equal to the rate last quoted by
The Wall Street Journal as the “base rate on corporate loans posted by at least seventy
five percent (75%) of the 30 largest U.S. banks” or, if The Wall Street Journal ceases to
quote such rate, the highest per annum interest rate published by the Federal Reserve Board in
Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined
by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
Administrative Agent). Each change in the Prime Rate shall be effective immediately from and after
the time of such change.




          “Projections” shall mean Holdings, the Borrowers and their Subsidiaries forecasted
consolidated and consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash flow
statements; and (d) capital expenditure projections, prepared in a manner consistent with the
projections provided to the Administrative Agent prior to the Restatement Effective Date.




          “Properties” shall have the meaning given to such term in Section 3.17(a).




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          “Qualified Assignee” shall mean (a) any Lender, any Affiliate of any Lender and, with
respect to any Lender that is an investment fund that invests in commercial loans, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor, (b) any commercial
bank, savings and loan association or savings bank or any other entity which is an “accredited
investor”(as defined in Regulation D under the Securities Act of 1933) which extends credit or buys
loans as one of its businesses, including insurance companies, mutual funds, lease financing
companies and commercial finance companies, in each case, if such Person is to have a Revolving
Credit Commitment which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from
Moody’s at the date that it becomes a Lender and which, through its applicable lending office, is
capable of lending to the Borrowers without the imposition of any withholding or similar taxes, and
(c) any other Person acceptable (which acceptance may not be unreasonably withheld or delayed) to
the Administrative Agent and, as long as no Event of Default is continuing, the Borrowers;
provided, however, that (i) no Person or Affiliate of such Person (other than a
Person that is already a Lender) holding any Subordinated Debt or Capital Stock issued by any Loan
Party shall be a Qualified Assignee (other than GECC or any Affiliate of GECC), and (ii) no Loan
Party or any Affiliate thereof shall be a Qualified Assignee.




          “Quarterly Fiscal Period” shall have the meaning given to such term in Section 3.5(c).




          “Real Estate” shall mean all of the real property owned, leased, subleased, or used by
any Loan Party.




          “Refunded Swingline Loans” shall have the meaning given to such term in Section
2.3(c).




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




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




          “Related Person” has the meaning ascribed to it in Section 5.17(h).




          “Related Transactions” shall mean the restatement of the Facility on the Restatement
Effective Date, the Merger, the Tender Offer, amendment of the Holdings Subordinated Note Indenture
pursuant to the Indenture Modification and Noteholder Consent, the payment of all fees, costs and
expenses associated with all of the foregoing and the execution and delivery of all of the Related
Transactions Documents.




          “Related Transactions Documents” shall mean the Loan Documents, the Merger Documents,
the Indenture Modification and Noteholder Consent, the Tender Offer Documents, and all other
agreements or instruments executed in connection with the Related Transactions.




          “Relationship Bank” has the meaning ascribed to it in Section 5.17(a).




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          “Release” shall have the meaning given such term in CERCLA, 42 U.S.C. §9601(22).




          “Remedial Action” shall mean (a) “remedial action” as such term is defined in CERCLA,
42 U.S.C. Section 9601(24), and (b) all other actions, including studies and investigations,
required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat,
abate or in any other way respond to any Hazardous Material in the Environment; or (ii) prevent the
Release or threat of Release, or minimize the further Release of any Hazardous Material.




          “Reportable Event” shall mean any reportable event as defined in Section 4043 of ERISA
or the regulations issued thereunder with respect to a Plan.




          “Required Lenders” shall mean Lenders having (a) prior to the Commitment Termination
Date, more than 51% of the Commitments of all Lenders, or (b) on and at all times after the
Commitment Termination Date, more than 51% of the aggregate outstanding amount of the Term Loan and
the Revolving Credit Exposure.




          “Required Revolving Lenders” shall mean Lenders holding 51% of the Revolving Credit
Commitments (or the Total Revolving Credit Exposure if the Revolving Credit Commitments are no
longer in effect).




          “Responsible Officer” of any corporation, company, partnership, organization or other
legal entity shall mean and include any executive officer, the general counsel or any Financial
Officer of such corporation, company, partnership, organization or other legal entity and any other
officer or similar official thereof responsible for the administration of the obligations of such
corporation, company, partnership, organization or other legal entity in respect of this Agreement.




          “Restatement Effective Date” has the meaning ascribed to in Section 4.2.




          “Restatement Fee” has the meaning ascribed to in Section 2.5(f).




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




          “Revolving Credit Commitments” shall mean (i) as to any Revolving Lender, the
commitment of such Lender to make Revolving Loans hereunder pursuant to Section 2.2(a) as set forth
on Schedule 2.2 to this Agreement or in the most recent Assignment and Acceptance Agreement
executed by such Lender, and (ii) as to all Revolving Lenders, the aggregate Revolving Credit
Commitments of such Lenders, which aggregate Revolving Credit Commitments shall be in the amount of
the Total Revolving Commitment Amount as then in effect.




          “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the
aggregate principal amount at such time of all outstanding Revolving Loans of such Lender
plus the amount at such time of such Lender’s Applicable Percentage of the Letter of Credit




-33-









 







Exposure plus the amount at such time of such Lender’s Applicable Percentage of the
Swingline Exposure.




          “Revolving Credit Maturity Date” shall mean December 31, 2012.




          “Revolving Lender” shall mean a Lender with a Revolving Credit Commitment.




          “Revolving Loans” shall mean the revolving loans made by each Revolving Lender to the
Borrowers pursuant to Section 2.2. Each Revolving Loan shall be a Eurodollar Loan or an ABR
Revolving Loan.




          “Revolving Notes” shall mean each senior promissory note delivered to a Revolving
Lender pursuant to this Agreement substantially in the form of Exhibit F, and each senior
promissory note delivered in substitution or exchange for any other Revolving Note pursuant to this
Agreement.




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




          “Secured Parties” shall have the meaning given such term in the Security Agreement.




          “Securitization” means a public or private offering by a Lender or any of its direct
or indirect Affiliates or their respective successors and assigns, of securities which represent an
interest in, or which are collateralized, in whole or in part, by the Loans and Loan Documents.




          “Security Agreement” shall mean the Security Agreement, dated as of the Original
Closing Date, among Holdings, the Borrowers, the Subsidiaries and the Administrative Agent, for the
benefit of the Secured Parties, as amended by the Omnibus Amendment.




          “Security Documents” shall mean the Security Agreement, the Intellectual Property
Security Agreement, the Pledge Agreement, the Control Agreements, the Additional Security Documents
and each of the security agreements, pledge agreements, mortgages and other instruments and
documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.11.




          “Senior Indebtedness” shall mean Indebtedness in respect of borrowed money of
Holdings, the Borrowers, and their respective Subsidiaries that is senior in priority of payment to
the Holdings Subordinated Notes (and the related guaranties), including without limitation
Indebtedness outstanding under the Loan Documents.




          “Senior Leverage Ratio” shall mean, as of any date of determination, the ratio of (a)
Net Senior Debt as of such date of determination to (b) Adjusted EBITDA for the twelve Monthly
Fiscal Periods ending as of such date of determination.




          “Service Contract” shall mean any contract for the provision of services to which any
Loan Party or any Subsidiary thereof is a party that does not result in such party engaging in




-34-









 







any business activity other than the business currently conducted by it and business
activities reasonably incidental or related thereto.




          “Settlement Date” shall have the meaning given to such term in Section 8.9(a)(ii).




          “Significant Service Contract” shall mean a Service Contract pursuant to which 5% or
more of EBITDA was generated for the most recently ended twelve Monthly Fiscal Periods.




          “Source” shall have the meaning given to such terms in Section 9.22.




          “Sponsor” means Kohlberg Management V, LLC, a Delaware limited liability company, and
its Affiliates




          “Subordinated Debt” shall mean the Indebtedness of Holdings evidenced by the Holdings
Subordinated Notes and any other Indebtedness of any Loan Party subordinated to the Obligations in
a manner and form satisfactory to the Administrative Agent and Lenders in their sole discretion, as
to right and time of payment and as to any other rights and remedies thereunder.




          “Subordinated Note Interest Payment Date” shall mean the 20th day of each calendar
month or, if such day is not a Business Day, the immediately succeeding Business Day.




          “Subsidiary” shall mean, with respect to any Person (herein referred to as the
“parent”), any corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%,
of the ordinary voting power or more than 50% of the general partnership interests are, at the time
any determination is being made, directly or indirectly, owned, controlled or held, or (b) which
is, at the time any determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless
otherwise provided herein, each reference to a Subsidiary shall be deemed to refer to a Subsidiary
of Holdings.




          “Subsidiary Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement, dated
as of the Original Closing Date, executed by certain Subsidiaries of the Borrowers in favor of the
Administrative Agent for the benefit of the Secured Parties, as amended by the Omnibus Amendment.




          “Subsidiary Guarantor” shall mean each direct or indirect Subsidiary of any Borrower
that executes, or joins after the Original Closing Date, the Subsidiary Guarantee Agreement.




          “Swingline Advance” has the meaning ascribed to it in Section 2.3(a).




          “Swingline Availability” has the meaning ascribed to it in Section 2.3(a).




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




-35-









 







at any time shall mean its Applicable Percentage of the aggregate Swingline Exposure at such
time.




          “Swingline Lender” shall mean GECC.




          “Swingline Loan” shall mean, as the context may require, at any time, the aggregate
amount of Swingline Advances outstanding to any Borrower or to all Borrowers pursuant to Section
2.3.




          “Swingline Loan Commitment” shall mean the commitment of the Swingline Lender to make
Swingline Loans hereunder pursuant to Section 2.3(a), which commitment constitutes a subfacility of
the Revolving Credit Commitment of such Lender and shall be in the amount of the Swingline Sublimit
as then in effect.




          “Swingline Note” shall mean each senior promissory note delivered to the Swingline
Lender pursuant to this Agreement substantially in the form of Exhibit G and each senior promissory
note delivered in substitution or exchange for any other Swingline Note pursuant to this Agreement.




          “Swingline Sublimit” shall mean Ten Million Dollars ($10,000,000), as such amount may
be adjusted from time to time in accordance with this Agreement.




          “Tax Provisions” shall mean, for any Fiscal Period, the sum of (a) the provision for
taxes based on income or profits which were deducted from gross income in the computation of net
income, plus (b) without duplication, the cash amount of any such taxes paid in excess of the
corresponding provisions.




          “Tender Offer” shall mean a tender offer made by Holdings to the registered holders of
the Holdings Subordinated Notes to redeem and repay in full not less than 50.1% of the outstanding
aggregate principal amount of the Holdings Subordinated Notes, together with all accrued and unpaid
interest thereon and any premiums or prepayment fees required to be paid in connection with the
redemption and repayment of Holdings Subordinated Notes as part of such tender offer.




          “Tender Offer Documents” shall mean all agreements, instruments, documents and proxy
statements entered into in connection with, governing or evidencing the terms and conditions of the
Tender Offer.




          “Termination Date” shall mean the date on which (a) the Loans have been indefeasibly
repaid in full, (b) all other Obligations under the Agreement and the other Loan Documents have
been completely discharged, (c) all Letter of Credit Obligations have been cash collateralized,
canceled or backed by standby letters of credit in accordance with Section 2.18, and (d) none of
the Borrowers shall have any further right to borrow any monies or request the issuance of any
Letters of Credit under this Agreement.




          “Term Lenders” shall mean those Lenders having Term Loan Commitments.




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          “Term Loan” has the meaning assigned to it in Section 2.1(a). The Term Loan shall be
a Eurodollar Loan or an ABR Term Loan.




          “Term Loan Applicable Margin” shall mean, on and at all times after the Restatement
Effective Date, a percentage per annum of (a) 5.00% for Term Loans that are ABR Loans, and (b)
6.00% for Term Loans that are Eurodollar Loans.




          “Term Loan Commitments” shall mean (i) as to any Term Lender, such Lender’s share of
the outstanding Term Loan, and (ii) each reference to the aggregate Term Loan Commitments shall
refer to the aggregate outstanding Term Loan. The outstanding principal balance of each Term
Lender’s share of the Term Loan as of the date of this Agreement is set forth on Schedule 2.1 to
this Agreement.




          “Term Loan Maturity Date” shall mean December 31, 2012.




          “Term Notes” shall mean each senior promissory note delivered to a Term Loan Lender
pursuant to this Agreement and substantially in the form of Exhibit E, and each senior promissory
note delivered in substitution or exchange for any other Term Note pursuant to this Agreement.




          “Total Leverage Ratio” shall mean, as of any date, the ratio of (a) Net Debt as of
such date to (b) Adjusted EBITDA for the twelve Monthly Fiscal Periods ending as of such date.




          “Total Revolving Commitment Amount” shall mean Seventy Seven Million Five Hundred
Thousand Dollars ($77,500,000), with such reduction being applied on a pro rata basis to each
Revolving Lender’s Revolving Credit Commitment; as such amount may be adjusted from time to time in
accordance with this Agreement.




          “Total Revolving Credit Exposure” shall mean, at any time, the aggregate amount of the
Revolving Credit Exposure of all Lenders at such time.




          “Trademark License” shall mean rights under any written agreement now owned or
hereafter acquired by any Loan Party granting any right to use any Trademark.




          “Trademarks” shall mean all of the following now owned or hereafter existing or
adopted or acquired by any Loan Party: (a) all trademarks, trade names, corporate names, business
names, trade styles, service marks, logos, other source or business identifiers, prints and labels
on which any of the foregoing have appeared or appear, designs and General Intangibles of like
nature (whether registered or unregistered), all registrations and recordings thereof, and all
applications in connection therewith, including registrations, recordings and applications in the
United States Patent and Trademark Office or in any similar office or agency of the United States,
any state or territory thereof, or any other country or any political subdivision thereof; (b) all
reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any
of the foregoing.




          “Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by
reference to which interest on such Loan or on the Loans comprising such Borrowing is




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determined. For purposes hereof, the term “Rate” shall include the Eurodollar Rate and the
Alternate Base Rate.




          “UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of New York; provided, that to the extent that the UCC is used
to define any term herein or in any Loan Document and such term is defined differently in different
Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9
shall govern; provided further, that in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of, or remedies with respect to,
Administrative Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely
for purposes of the provisions thereof relating to such attachment, perfection, priority or
remedies and for purposes of definitions related to such provisions.




          “Unamortized Contract Value Proceeds” shall mean the cash proceeds of any unamortized
contract value or return of capital or investment paid to a Loan Party pursuant to a Service
Contract after the Restatement Effective Date to the extent exceeding in the aggregate $10,000,000
for all such proceeds (or to the extent exceeding $12,500,000 in the aggregate, in the case of each
of those certain Service Contracts identified in a writing delivered by Holdings to the
Administrative Agent prior to the Original Closing Date), provided that if the Borrower
Representative shall deliver a certificate to the Administrative Agent promptly following receipt
of any such proceeds setting forth the intention of a Loan Party to use any portion of such
proceeds to (x) enter into replacement contracts (or extend or renew existing contracts) that
constitute Permitted Service Contracts or (y) fund Consolidated Service Contract Capital
Expenditures, in each case within 18 months of such receipt, such portion of such proceeds shall
not constitute Unamortized Contract Value Proceeds (except to the extent not so used within such
18-month period); provided further that any such cash proceeds received in excess
of $500,000 at any time prior to reinvestment thereof shall either (x) be used by the Borrowers to
repay the Revolving Loans (without any commitment reduction) and, if the outstanding Revolving
Loans have been repaid in full, the remaining balance of such proceeds, if any, shall be dealt with
in the manner set forth in clause (y) below of this definition, or (y) be deposited to and held in
a deposit account and/or an investment account of any Borrower in which the Administrative Agent on
behalf of the Secured Party has a first priority perfected Lien pursuant to a Control Agreement
until such time as the Borrowers may use such proceeds to make reinvestments in manner permitted
under the first proviso of this definition.




          “U.S. GAAP” shall mean generally accepted accounting principles in effect from time to
time in the United States.




          “Waivable Prepayment” shall have the meaning given to such term in Section 2.10(i).




          “Wholly-Owned Subsidiary” shall mean a Subsidiary, at least 99% of the Capital Stock
of which (other than directors’ qualifying shares) is owned by Holdings, any of the Borrowers or
one of their Wholly-Owned Subsidiaries.




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          “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of
Subtitle E of Title IV of ERISA.




          Section 1.2. Terms Generally. The definitions in Section 1.1 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. Except as otherwise expressly provided herein, (a) any reference in this
Agreement to any Loan Document shall mean such document as amended, restated, supplemented, joined
or otherwise modified from time to time and (b) all terms of an accounting or financial nature
shall be construed in accordance with U.S. GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with the covenants contained herein,
all accounting terms herein shall be interpreted and all accounting determinations hereunder (in
each case, unless otherwise provided for or defined herein) shall be made in accordance with U.S.
GAAP as in effect on the date of this Agreement and applied on a basis consistent with the
application used in the financial statements referred to in Section 3.5; and provided further that
if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant or
definition herein to eliminate the effect of any change in U.S. GAAP occurring after the date of
this Agreement on the operation of such covenant (or if the Administrative Agent notifies the
Borrowers that the Required Lenders wish to amend any covenant or any definition for such purpose),
then (i) the Borrowers and the Required Lenders shall negotiate in good faith to agree upon an
appropriate amendment to such covenant and (ii) the Borrowers’ compliance with such covenant shall
be determined on the basis of U.S. GAAP in effect immediately before the relevant change in U.S.
GAAP became effective until such covenant is amended in a manner satisfactory to the Borrowers and
the Required Lenders. Unless otherwise expressly provided therein, each exception to the covenants
contained in Article 6 shall apply in the aggregate to all Loan Parties and their Subsidiaries.




          All Schedules, Exhibits and other attachments (collectively, “Appendices”) hereto, or
expressly identified to this Agreement, are incorporated herein by reference, and taken together
with this Agreement, shall constitute but a single agreement. These recitals to this Agreement
shall be construed as part of the Agreement.




ARTICLE II




THE CREDIT FACILITIES




     Section 2.1. Term Loan.



     (a) Subject to the terms and conditions of the Existing Credit Agreement and relying upon the
representations and warranties of the Loan Parties in the Existing Credit Agreement and the other
Loan Documents as in effect on the Original Closing Date, each Term Lender made on the Original
Closing Date, severally and not jointly, a term loan (collectively, for all Term



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Lenders, the “Term Loan”) to the Borrowers in the amount of such Term Lender’s Term
Loan Commitment under and as defined in the Existing Credit Agreement as of the Original Closing
Date. The Term Loan Lenders have no further obligations under this Agreement or otherwise to make
any additional term loans to the Borrowers on or after the Original Closing Date and no portion of
the Term Loan may at any time be re-borrowed after repayment thereof.



     (b) On and after the Restatement Effective Date, the Borrowers shall repay the Term Loan on
the quarterly payment dates and in the amounts set forth in the table below:



	 	 	 	 	 
	Payment Date	 	Amount
	April 1, 2009
	 	$	500,000	 
	July 1, 2009
	 	$	500,000	 
	October 1, 2009
	 	$	500,000	 
	January 1, 2010
	 	$	500,000	 
	April, 2010
	 	$	1,250,000	 
	July 1, 2010
	 	$	1,250,000	 
	October 1, 2010
	 	$	1,250,000	 
	January 1, 2011
	 	$	1,250,000	 
	April 1, 2011
	 	$	1,250,000	 
	July 1, 2011
	 	$	1,250,000	 
	October 1, 2011
	 	$	1,250,000	 
	January 1, 2012
	 	$	1,250,000	 
	April 1, 2012
	 	$	1,250,000	 
	July 1, 2012
	 	$	1,250,000	 
	October 1, 2012
	 	$	1,250,000	 






     (c) Notwithstanding Section 2.1(b), the aggregate outstanding principal balance of the Term
Loan shall be due and payable in full in immediately available funds on the Term Loan Maturity
Date, if not sooner paid in full. No payment with respect to the Term Loan may be reborrowed.



     (d) Each payment of principal with respect to the Term Loan shall be paid to the
Administrative Agent for the ratable benefit of each Term Lender making a Term Loan, ratably in
proportion to each such Term Lender’s respective Applicable Percentage of the Term Loan.



     (e) The Term Loan shall be comprised of ABR Loans and/or Eurodollar Loans as the Borrower
Representative may request pursuant to this Section 2.1. Each Term Loan Lender may at its option
make any Term Loan comprising a Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Term Loan Lender to make such Term Loan; provided that any exercise of such
option shall not affect the joint and several obligation of the Borrowers to repay such Term Loan
in accordance with the terms of this Agreement and such Term Loan Lender shall not be entitled to
any amounts payable under Section 2.11 or Section 2.17 in respect of increased costs arising as a
result of such exercise. Term Loan Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the Borrower Representative shall not be entitled to request all or
any portion of the Term Loan be comprised of Eurodollar Loans if such request would result in more
than ten Eurodollar Borrowings outstanding



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hereunder at any time. For purposes of the foregoing, Borrowings (including any Revolving
Credit Borrowing) having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings. Any such request by the Borrower
Representative to have all or a portion of the Term Loan be comprised of a Eurodollar Loan or to
continue or convert a Term Loan must be made by 12:00 p.m. (New York City time), three Business
Days prior to (1) the date of any proposed Term Loan Borrowing which is to bear interest at the
Eurodollar Rate, (2) the end of each Interest Period with respect to any Term Loan to be continued
as a Eurodollar Loan, or (3) the date on which Borrower Representative wishes to convert any ABR
Term Loan to a Eurodollar Loan for a Interest Period designated by Borrower Representative in such
election. If no election is received with respect to a Eurodollar Loan by 12:00 p.m. (New York
City time) on the third Business Day prior to the end of the Interest Period with respect thereto,
that Eurodollar Loan shall be converted to an ABR Loan at the end of its Interest Period. Borrower
Representative must make such election by notice to the Administrative Agent in writing, by
telecopy or overnight courier. The Borrowers shall not be entitled to convert all or any portion
of the Term Loan to a Eurodollar Loan or to continue all or any portion of the Term Loan as a
Eurodollar Loan if a Default or Event of Default has occurred and is continuing. Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request
all or any portion of the Term Loan be comprised of a Eurodollar Loan if the Interest Period
requested with respect thereto would end after the Term Loan Maturity Date.



     Section 2.2. The Revolving Credit Commitment.



     (a) Subject to the terms and conditions hereof and relying upon the representations and
warranties of the Loan Parties in the Loan Documents, each Revolving Lender agrees, severally and
not jointly, to make its Applicable Percentage of the Revolving Loans to the Borrowers, at any time
and from time to time on or after the Restatement Effective Date and until the Commitment
Termination Date in accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in such Lender’s Revolving Credit Exposure at such time exceeding
such Lender’s Revolving Credit Commitment, as the same may be reduced from time to time pursuant to
Sections 2.8 or 2.10 hereof.



     (b) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans
made by the Revolving Lenders ratably in accordance with their respective Revolving Credit
Commitments; provided, however, that the failure of any Revolving Lender to make
any Revolving Loan shall not relieve any other Revolving Lender of its obligation to lend hereunder
(it being understood, however, that no Revolving Lender shall be responsible for the failure of any
other Revolving Lender to make any Loan required to be made by such other Lender). The Revolving
Loans comprising any Borrowing shall be in an aggregate principal amount which is (i) an integral
multiple of $1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $1,000,000
(and, in the case of Swingline Loans, $500,000) or (ii) equal to the remaining available balance of
the Revolving Credit Commitments; provided that Revolving Loans used to pay Refunded Swingline
Loans may be in the amount of such Refunded Swingline Loans and Revolving Loans used to reimburse
any Letter of Credit Obligations may be in the amount of such reimbursed Letter of Credit
Obligations.



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     (c) Each Revolving Credit Borrowing shall be comprised entirely of ABR Loans or (except in the
case of Swingline Loans) Eurodollar Loans as the Borrower Representative may request pursuant to
this Section 2.2. Each Revolving Lender may at its option make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan;
provided that any exercise of such option shall not affect the joint and several obligation
of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and
such Revolving Lender shall not be entitled to any amounts payable under Section 2.11 or Section
2.17 in respect of increased costs arising as a result of such exercise. Revolving Credit
Borrowings of more than one Type may be outstanding at the same time; provided,
however, that the Borrower Representative shall not be entitled to request any Revolving
Credit Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding
hereunder at any time. For purposes of the foregoing, Borrowings (including any Term Loan
Eurodollar Borrowings) having different Interest Periods, regardless of whether they commence on
the same date, shall be considered separate Borrowings. The Borrowers shall not be entitled to
convert all or any portion of the Revolving Loans to a Eurodollar Loan or to continue all or any
portion of the Revolving Loans as a Eurodollar Loan if a Default or Event of Default has occurred
and is continuing.



     (d) Subject to paragraph (f) below, each Revolving Lender shall make each Revolving Loan to be
made by it hereunder on the proposed date thereof by wire transfer to such account as the
Administrative Agent may designate in same day funds not later than 1:00 p.m. (New York time) on
the requested funding date, in the case of an ABR Loan, and not later than 12:00 p.m. (New York
time) on the requested funding date, in the case of a Eurodollar Loan. After receipt of such wire
transfers (or, in the Administrative Agent’s sole discretion, before receipt of such wire
transfers), subject to the terms hereof, the Administrative Agent shall (i) in the case of any
Revolving Loan made to reimburse any Letter of Credit Obligations or to refund any Swingline Loan,
apply the amounts so received to effect such reimbursement or refund as contemplated by Sections
2.3(c) or 2.18, and (ii) in the case of each Revolving Loan the proceeds of which are to be
received by any Borrower, transfer the amounts so received to the Borrower Representative’s
Disbursement Account; provided, however, that if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been met, the
Administrative Agent shall return the amounts so received to the respective Revolving Lenders.



     (e) Unless the Administrative Agent shall have received notice from a Revolving Lender prior
to the date of any Borrowing that such Revolving Lender will not make available to the
Administrative Agent such Revolving Lender’s portion of such Revolving Credit Borrowing, the
Administrative Agent may assume that such Revolving Lender has made such portion available to the
Administrative Agent on the date of such Revolving Credit Borrowing in accordance with paragraph
(d) above and may, in reliance upon such assumption, make available to the Borrowers on such date a
corresponding amount. If the Administrative Agent shall have so made funds available then, to the
extent that such Revolving Lender shall not have made such portion available to the Administrative
Agent, such Revolving Lender and the Borrowers jointly and severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrowers until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the Borrowers, the interest
rate applicable at the time to the Revolving




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Loans comprising such Revolving Credit Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or short-term funds
(which determination shall be conclusive absent manifest error) for two Business Days and
thereafter at the Alternate Base Rate. If such Revolving Lender shall repay to the Administrative
Agent such corresponding amount, such principal amount shall constitute such Revolving Lender’s
Loan as part of such Revolving Credit Borrowing for purposes of this Agreement.




     (f) Notwithstanding any other provision of this Agreement, the Borrower Representative shall
not be entitled to request any Revolving Credit Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Credit Maturity Date.



     (g) The Borrowers may refinance all or any part of a Revolving Credit Borrowing with another
Revolving Credit Borrowing or a Swingline Loan. Any Revolving Credit Borrowing or part thereof so
refinanced shall be deemed to be repaid or prepaid in accordance with the applicable provisions of
this Agreement with the proceeds of the new Revolving Credit Borrowing and the proceeds of such new
Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced,
shall not be paid by the Revolving Lenders to the Administrative Agent or by the Administrative
Agent to the Borrowers pursuant to paragraph (c) above.



     (h) In order to request a Revolving Credit Borrowing, the Borrower Representative shall hand
deliver or send by facsimile to the Administrative Agent a duly completed Borrowing Request
substantially in the form of Exhibit D, (a) in the case of a Eurodollar Borrowing, not later than
12:00 p.m. (New York City time), three Business Days before a proposed Revolving Credit Borrowing,
and (b) in the case of an ABR Borrowing, not later than 12:00 p.m. (New York City time), one
Business Day before a proposed Revolving Credit Borrowing; provided, however, that
Borrowing Requests with respect to Revolving Credit Borrowings to be made on the Restatement
Effective Date may, at the discretion of the Administrative Agent, be delivered later than the
times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on
behalf of the Borrower Representative and shall specify the following information: (i) whether
such Revolving Credit Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date
of such Revolving Credit Borrowing (which shall be a Business Day); (iii) the amount of such
Revolving Credit Borrowing; and (iv) if such Revolving Credit Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto; provided, however, that,
notwithstanding any contrary specification in any Revolving Credit Borrowing Request, each
requested Revolving Credit Borrowing shall comply with the requirements set forth herein. If no
election as to the Type of Revolving Credit Borrowing is specified in any such notice, then the
requested Revolving Credit Borrowing shall be an ABR Borrowing. If no Interest Period with respect
to any Eurodollar Borrowing is specified in any such notice, then such Borrower shall be deemed to
have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly
(and in any event on the same day that the Administrative Agent receives such notice, if received
by 1:00 p.m., New York City time, on such day) advise the Revolving Lenders of any notice given
pursuant to this Section 2.2 and of such Revolving Lender’s portion of the requested Revolving
Credit Borrowing. If the Borrower Representative shall not have delivered a Borrowing Request in
accordance with this Section 2.2 prior to the end of the Interest Period then in effect for any
Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower
Representative shall (unless the Borrower



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Representative has notified the Administrative Agent, not less than three Business Days prior
to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest
Period) be deemed to have delivered a Borrowing Request requesting that such Revolving Credit
Borrowing be refinanced with a new Revolving Credit Borrowing of equivalent amount, and such new
Revolving Credit Borrowing shall be an ABR Borrowing. Any such election to convert or continue a
Revolving Loan as a Eurodollar Loan must be made by 12:00 p.m. (New York City time), three Business
Days prior to (1) the end of each Interest Period with respect to any Revolving Loan to be
continued as a Eurodollar Loan, or (2) the date on which Borrower Representative wishes to convert
any ABR Revolving Loan to a Eurodollar Loan for a Interest Period designated by Borrower
Representative in such election. If no election is received with respect to a Eurodollar Loan by
12:00 p.m. (New York City time) on the third Business Day prior to the end of the Interest Period
with respect thereto (or if a Default or an Event of Default has occurred and is continuing), that
Eurodollar Loan shall be converted to an ABR Loan at the end of its Interest Period. Borrower
Representative must make such election to convert or continue a Revolving Loan by notice to the
Administrative Agent in writing, by telecopy or overnight courier.



     (i) Within the limits set forth above, the Borrowers may borrow, pay or prepay and reborrow
Revolving Credit Borrowings on or after the Restatement Effective Date and prior to the Commitment
Termination Date, subject to the terms, conditions and limitations set forth herein.



     Section 2.3. The Swingline Loan Commitment.



     (a) Administrative Agent shall notify the Swingline Lender upon Administrative Agent’s receipt
of any Borrowing Request for the Swingline Loan. Subject to the terms and conditions hereof, the
Swingline Lender hereby agrees to (and may, in its discretion, during a Default or an Event of
Default) make available from time to time until the Commitment Termination Date advances (each, a
“Swingline Advance”) in accordance with any such notice. The provisions of this Section 2.3
shall not relieve Revolving Lenders of their obligations to make Revolving Loans under Section 2.2.
The aggregate amount of Swingline Advances outstanding shall not exceed at any time the lesser of
(i) the Swingline Loan Commitment at such time and (ii) the Total Revolving Commitment Amount less
the Total Revolving Credit Exposure at such time (“Swingline Availability”). Until the
Commitment Termination Date, the Borrowers may from time to time borrow, repay and reborrow under
this Section 2.3. Each Swingline Advance shall be made pursuant to a Borrowing Request delivered
to the Administrative Agent by the Borrower Representative on behalf of the applicable Borrower in
accordance with Section 2.2(h). Any such notice must be given no later than 1:00 p.m. (New York
time) on the Business Day of the proposed Swingline Advance. Unless the Swingline Lender has
received at least one Business Day’s prior written notice from the Required Revolving Lenders
instructing it not to make a Swingline Advance, the Swingline Lender shall, notwithstanding the
failure of any condition precedent set forth in Sections 4.1, be entitled to fund that Swingline
Advance, and to have each Revolving Lender make Revolving Loans in accordance with Section 2.3(c)
or purchase participating interests in accordance with Section 2.3(d). Notwithstanding any other
provision of this Agreement or the other Loan Documents, the Swingline Loan shall constitute an ABR
Loan. The Borrowers shall repay the aggregate



-44-









 







outstanding principal amount of each Swingline Advance not later than five Business Days after
the date of such Swingline Advance.



     (b) The entire unpaid balance of the Swingline Loan, together with accrued interest thereon,
shall be immediately due and payable in full in immediately available funds on the Commitment
Termination Date if not sooner paid in full.



     (c) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion, but not less frequently than weekly, may on behalf of any Borrower (and each Borrower
hereby irrevocably authorizes the Swingline Lender to so act on its behalf) request each Revolving
Lender (including the Swingline Lender) to make a Revolving Loan to the Borrowers (which shall be
an ABR Loan) in an amount equal to that Revolving Lender’s Applicable Percentage of the principal
amount of the applicable Borrower’s Swingline Loan (the “Refunded Swingline Loan”)
outstanding on the date such notice is given. Unless any Event of Default of the type described in
paragraphs (g) or (h) of Article VII has occurred (in which event the procedures of Section 2.3(d)
shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the
making of a Revolving Loan are then satisfied, each Revolving Lender shall disburse directly to the
Administrative Agent its Applicable Percentage of a Revolving Loan on behalf of the Swingline
Lender prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next
succeeding the date that notice is given. The proceeds of those Revolving Loans shall be
immediately paid to the Swingline Lender and applied to repay the Refunded Swingline Loan of the
applicable Borrower.



     (d) If, prior to refunding a Swingline Loan with a Revolving Loan pursuant to Section 2.3(c),
any Event of Default of the type described in paragraphs (g) or (h) of Article VII has occurred,
then, subject to the provisions of Section 2.3(e) below, each Revolving Lender shall, on the dates
such Revolving Loan was to have been made for the benefit of the Borrowers, purchase from the
Swingline Lender an undivided participation interest in such Swingline Loan in an amount equal to
its Applicable Percentage of such Swingline Loan. Upon request, each Revolving Lender shall
promptly transfer to the Swingline Lender, in immediately available funds, the amount of its
participation interest.



     (e) Each Revolving Lender’s obligation to make Revolving Loans in accordance with Section
2.3(c) and to purchase participation interests in accordance with Section 2.3(d) shall be absolute
and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right that such Revolving Lender may have against the
Swingline Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the
conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If
any Revolving Lender does not make available to the Administrative Agent or the Swingline Lender,
as applicable, the amount required pursuant to Sections 2.3(c) or 2.3(d), as the case may be, the
Swingline Lender shall be entitled to recover such amount on demand from such Revolving Lender,
together with interest thereon for each day from the date of non payment until such amount is paid
in full at the Federal Funds Rate for the first two Business Days and at the Alternate Base Rate
thereafter.



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     Section 2.4. Evidence of Debt; Repayment of Loans. (a) The outstanding principal
balance of (i) subject to Section 2.1(b), the Term Loan shall be payable on the earlier of (A) the
Term Loan Maturity Date and (B) the date of acceleration of the Term Loan pursuant to Article VII
or deemed acceleration of the Term Loan (as the result of an Event of Default described in
paragraphs (g) or (h) of Article VII); (ii) each Revolving Loan shall be payable on the earlier of
(A) the Revolving Credit Maturity Date and (B) the date of acceleration of the Revolving Loans
pursuant to Article VII or deemed acceleration of the Revolving Loans (as the result of an Event of
Default described in paragraphs (g) or (h) of Article VII); and (iii) each Swingline Loan shall be
payable on the earlier of (A) five Business Days after the making of such Swingline Loan, (B) the
date of acceleration of the Swingline Loan pursuant to Article VII or deemed acceleration of the
Swingline Loan (as the result of an Event of Default described in paragraphs (g) or (h) of Article
VII) and (C) the Revolving Credit Maturity Date.



     (c) Each Lender shall maintain on its books and records in accordance with its usual practice
a loan account or accounts evidencing the Indebtedness to such Lender resulting from each Loan made
by such Lender from time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement and the Notes. The entries made in the
accounts maintained pursuant to this paragraph shall, absent manifest error, be presumptive
evidence of the existence and amounts of the obligations therein recorded; provided,
however, that the failure of any Lender to maintain such accounts or any error therein
shall not in any manner affect the obligations of the Borrowers to repay the Loans and other
Obligations in accordance with their terms.



     (d) The Administrative Agent shall maintain on its books and records a loan account (the
“Loan Account”) on its books to record: all Revolving Loans, all Swingline Advances and
the Term Loan, all payments made by the Borrowers with respect thereto, and all other debits and
credits as provided in this Agreement with respect to the Loans or any other Obligations. All
entries in the Loan Account shall be made in accordance with the Administrative Agent’s customary
accounting practices as in effect from time to time. The balance in the Loan Account, as recorded
on the Administrative Agent’s most recent printout or other written statement, shall, absent
manifest error, be presumptive evidence of the amounts due and owing to the Administrative Agent
and Lenders by each Borrower; provided that any failure to so record or any error in so recording
shall not limit or otherwise affect any Borrower’s duty to pay the Obligations. The Administrative
Agent shall render to Borrower Representative a monthly accounting of transactions with respect to
the Loans setting forth the balance of the Loan Account as to each Borrower for the immediately
preceding month. Unless Borrower Representative notifies the Administrative Agent in writing of
any objection to any such accounting (specifically describing the basis for such objection), within
30 days after the date thereof, each and every such accounting shall (absent manifest error) be
deemed final, binding and conclusive on the Borrowers in all respects as to all matters reflected
therein. Only those items expressly objected to in such notice shall be deemed to be disputed by
the Borrowers. Notwithstanding any provision herein contained to the contrary, any Lender may
elect (which election may be revoked) to dispense with the issuance of Notes to that Lender and may
rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it.



     (e) Notwithstanding any other provision of this Agreement, (i) any Term Lender may request a
Term Note to evidence its Term Loan Commitment, which shall be promptly executed



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and delivered by the Borrowers to such Term Lender in the form of Exhibit E, after which the
Term Loan Commitment of such Term Lender shall be represented by one or more Term Notes payable to
the payee named therein or its registered assigns, (ii) any Revolving Lender may request a
Revolving Note in the form of Exhibit F to evidence its Revolving Credit Commitment, which shall be
promptly executed and delivered by the Borrowers to such Revolving Lender, after which the
Revolving Credit Commitment and Revolving Credit Exposure of such Revolving Lender shall be
represented by one or more Revolving Notes payable to the payee named therein or its registered
assigns and (iii) any Swingline Lender may request a Swingline Note in the form of Exhibit G to
evidence its Swingline Loan Commitment, which shall be promptly executed and delivered by the
Borrowers to such Swingline Lender, after which the Swingline Loan Commitment of such Swingline
Lender shall be represented by one or more Swingline Notes payable to the payee named therein or
its registered assigns.



     Section 2.5. Fees. (a) The Borrowers agree to pay to each Revolving Lender, through
the Administrative Agent, on each Interest Payment Date, and on the Commitment Termination Date, a
commitment fee (a “Commitment Fee”) on the average daily unused amount of the Revolving
Credit Commitment of such Revolving Lender during such calendar month (or other period commencing
with the date of acceptance by the Borrowers of the Commitments of such Revolving Lender or ending
with the date on which the last of the Commitments of such Revolving Lender shall be terminated) at
a rate per annum equal to 1.00%. All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving
Lender’s Commitment Fee (including the Revolving Lender that is the Swingline Lender), the
outstanding Swingline Loans during the period for which such Revolving Lender’s Commitment Fee is
calculated shall be deemed to be zero. The Commitment Fee shall commence to accrue on the Original
Closing Date and shall cease to accrue on the Commitment Termination Date.



     (b) The Borrowers further agree to pay (i) to each Revolving Lender, through the
Administrative Agent, on each Interest Payment Date and on the Commitment Termination Date, a fee
(a “Letter of Credit Participation Fee”) on such Revolving Lender’s Applicable Percentage
of the average daily aggregate Letter of Credit Exposure, during such calendar month (or other
period commencing with the date of acceptance by the Borrowers of the Commitments of such Revolving
Lender or ending with the Commitment Termination Date) at a rate per annum, calculated on a daily
basis, equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans, provided
that if an Event of Default has occurred and is continuing, such rate shall be increased to two
percent (2%) per annum above the Applicable Margin for Eurodollar Loans; and (ii) to the Letter of
Credit Issuer, the fees separately agreed upon by the Borrowers and the Letter of Credit Issuer of
the times, in the amounts and in the manner as set forth herein and in the other Loan Documents
plus, in connection with the issuance, amendment or transfer of any such Letter of Credit or any
Letter of Credit Obligations thereunder, the Letter of Credit Issuer’s customary documentary and
processing charges (collectively, the “Letter of Credit Fees”). All Letter of Credit
Participation Fees that are payable on a per annum basis shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.



     (c) Each Borrower agrees to pay to GECC, for its account, the fees set forth in the letter
agreement dated December 23, 2008, among Holdings, the Borrowers and GECC (the “GECC Fee
Letter”) at the times and in the amounts set forth therein (the “Agent Fees”).



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     (d) If (1) the Borrowers (A) pay after acceleration of the maturity date thereof or
voluntarily prepay all or any portion of the Term Loan (excluding any prepayment of the Term Loan
as described in Section 4.2(n) on the Restatement Effective Date), or (B) whether voluntarily or
involuntarily and whether before or after acceleration of the Obligations, prepay the Revolving
Loan and reduce or terminate the Revolving Credit Commitment, or (2) any of the Revolving Credit
Commitments are otherwise terminated prior to the Revolving Credit Maturity Date, the Borrowers
shall pay to Administrative Agent, for the benefit of Lenders as liquidated damages and
compensation for the costs of being prepared to make funds available hereunder (and not as a
penalty) a fee (a “Prepayment Fee”) in an amount equal to the Prepayment Fee Percentage (as
defined below) multiplied by the sum of (i) the principal amount of the Term Loan paid after
acceleration of the maturity date thereof or voluntarily prepaid, and (ii) the amount of the
reduction or termination of the Revolving Credit Commitment. As used herein, the term
“Prepayment Fee Percentage” shall mean (x) two percent (2%), in the case of a prepayment,
reduction or termination on or prior to the first anniversary of the Restatement Effective Date,
and (y) one percent (1%), in the case of a prepayment after the first anniversary of the
Restatement Effective Date but on or prior to the second anniversary thereof. The Loan Parties
agree that the Prepayment Fee is a reasonable calculation of Lenders’ lost profits in view of the
difficulties and impracticality of determining actual damages resulting from an early termination
of the Commitments.



     (e) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the
Letter of Credit Fees and other fees for the account of Letter of Credit Issuer provided for in
Section 2.5(b)(ii) and Section 2.18(d) shall be paid directly to the Letter of Credit Issuer. Once
paid, none of the Fees shall be refundable under any circumstances, except to the extent provided
in Section 9.19 hereof.



     (f) Borrowers hereby agree to pay to each Lender (including General Electric Capital
Corporation) that executes and delivers a counterpart to this Agreement on or prior to 1:00 P.M.
(New York time) on December 23, 2008 (such Lender referred to herein as a “Consenting
Lender”), a restatement fee (the “Restatement Fee”) in an amount equal to the sum of
(1) the product of 2.50% multiplied by the amount of such Lender’s Revolving Credit Commitment (as
defined in the Existing Credit Agreement) as of December 23, 2008, plus (2) the product of 2.50%
multiplied by the outstanding principal amount of such Lender’s Term Loans (as defined in the
Existing Credit Agreement) as in effect as of December 23, 2008 (assuming for purposes of such
calculation that the repayment of the Term Loans as contemplated by Section 4.2(n) of this
Agreement has already been made). Borrower shall pay the Restatement Fee in immediately available
funds to the Administrative Agent on or prior to 5:00 P.M. (New York time) on the Restatement
Effective Date for distribution by the Administrative Agent to the Consenting Lenders;
provided, however, that the Restatement Fee shall not be due and payable by
Borrowers (or distributed by the Administrative Agent) to Consenting Lenders unless and until each
of the conditions precedent set forth in Section 4.2 (other than the payment of such Restatement
Fee) shall have been fully and timely satisfied (or waived in writing by the Administrative Agent
and the Required Lenders). Any such Restatement Fees shall be distributed by the Administrative
Agent to Consenting Lenders within five (5) Business Days after receipt thereof from Borrowers,
provided that all conditions precedent in Section 4.2 have been fully and timely satisfied
(or waived in writing by the Administrative Agent and the Required Lenders).



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     Section 2.6. Interest on Loans. (a) The Swingline Loan and the Revolving Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to
the Prime Rate and over a year of 360 days at all other times) at a rate equal to the Alternate
Base Rate from time to time in effect plus the Applicable Margin from time to time in effect.



     (b) Subject to the provisions of Section 2.7, the Revolving Loans comprising each Eurodollar
Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a
year of 360 days) at a rate equal to the Eurodollar Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin from time to time in effect.



     (c) The Term Loan comprising each ABR Borrowing shall bear interest (computed on the basis of
the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate
equal to the Alternate Base Rate from time to time in effect plus the Term Loan Applicable Margin
from time to time in effect.



     (d) Subject to the provisions of Section 2.7, the Term Loan comprising each Eurodollar
Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a
year of 360 days) at a rate equal to the Eurodollar Rate for the Interest Period in effect for such
Borrowing plus the Term Loan Applicable Margin from time to time in effect.



     (e) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such
Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or
Eurodollar Rate for each Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error. The
Administrative Agent shall give the Borrower Representative prompt notice of each such
determination.



     (f) Upon the occurrence and during the continuation of an Event of Default, the outstanding
principal amount of all Loans then outstanding shall bear interest from and including the date of
the occurrence of such Event of Default to, but excluding, the date when no Event of Default shall
be continuing, at a rate per annum equal to two percent (2%) per annum above the rate otherwise in
effect (the “Default Rate”).



     Section 2.7. Alternate Rate of Interest. In the event, and on each occasion, that on
the day two Business Days prior to the commencement of any Interest Period for a Eurodollar
Borrowing the Administrative Agent shall have determined that dollar deposits in the principal
amounts of the Eurodollar Loans comprising a Borrowing are not generally available or are no longer
available in the London interbank market, or that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its
Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining
the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give
written or facsimile notice of such determination to the Borrowers and the Revolving Lenders. In
the event of any such determination, until the Administrative Agent shall have advised the
Borrowers and the Revolving Lenders that the circumstances giving rise to such



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notice no longer exist, any request by any Borrower for a Eurodollar Borrowing shall be deemed
to be a request for an ABR Borrowing. Each such determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.



     Section 2.8. Termination and Reduction of Commitments.



     (a) The Revolving Credit Commitments and the Swingline Loan Commitment shall be automatically
and permanently terminated at 3:00 p.m., New York City time, on the Revolving Credit Maturity Date.



     (b) Upon at least three Business Days’ prior irrevocable written or facsimile notice to the
Administrative Agent, the Borrower Representative may at any time in whole permanently terminate,
or from time to time in part permanently reduce, the Revolving Credit Commitments (and in turn
proportionately reduce the Total Revolving Commitment Amount); provided, however,
that (i) each partial reduction of the Revolving Credit Commitments shall be in a minimum amount of
$1,000,000 and integral multiples of $500,000 in excess thereof (or, if less, the remaining amount
of the applicable Commitments) and (ii) each reduction or termination of the Revolving Credit
Commitments prior to the Revolving Credit Maturity Date shall be accompanied by the Borrowers’
payment of a Prepayment Fee if and to the extent required under Section 2.5(d).



     (c) The Revolving Credit Commitments (and the Total Revolving Commitment Amount) shall be
automatically and permanently reduced by the amount of any prepayment of Revolving Credit Exposure
to the extent required by Section 2.10 (or by the amount of any prepayment of Revolving Credit
Exposure that would have been required to be so applied if Revolving Credit Exposure equal to such
amount had been outstanding).



     (d) Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among
the Revolving Lenders in accordance with their respective applicable Commitments. The Borrowers
shall pay to the Administrative Agent for the account of the Revolving Lenders, on the date of each
termination or reduction, the Commitment Fees and, to the extent applicable, Letter of Credit
Participation Fees on the amount of the Commitments so terminated or reduced accrued to but
excluding the date of such termination or reduction.



     Section 2.9. Voluntary Prepayments. (a) The Borrowers shall have the right at any
time and from time to time to prepay any Borrowing of Loans, in whole or in part, upon at least
three Business Days’ prior written or facsimile notice (or telephone notice promptly confirmed by
written or facsimile notice) by the Borrower Representative to the Administrative Agent;
provided, however, that each partial prepayment (other than of a Swingline Loan)
shall be in an amount which is in a minimum amount of $1,000,000 and integral multiples of $500,000
in excess thereof (or, if less, the aggregate outstanding amount which remains outstanding). Each
prepayment of Term Loans or Revolving Loans under this Section 2.9 (if in the case of Revolving
Loans, such prepayment results in a partial reduction in the Revolving Credit Commitments or a
termination in the Revolving Credit Commitments pursuant to Section 2.8) shall be accompanied by
the Borrowers’ payment of any Prepayment Fee if and to the extent required under Section 2.5(d).



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     (b) In the event that the Revolving Credit Commitments are terminated, the Borrowers shall on
the date of such termination repay or prepay all its outstanding Swingline Loans and Revolving
Credit Borrowings, reduce the Letter of Credit Exposure to zero and cause all Letters of Credit to
be canceled and returned to the Letter of Credit Issuer. In the event of any partial reduction of
the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify the Borrower Representative, the Swingline Lender and the
Revolving Lenders of the Total Revolving Credit Exposure and (ii) if after giving effect to such
reduction, the Total Revolving Credit Exposure would exceed the Total Revolving Commitment Amount,
then the Borrowers shall, on the date of such reduction, as applicable, repay or prepay Revolving
Credit Borrowings or repay or prepay Swingline Loans or reduce the Letter of Credit Exposure (which
for purposes of this clause (ii) may include cash collateralization of Letter of Credit Exposure in
a manner consistent with Section 2.18(c)(i)), in an aggregate amount sufficient to eliminate such
excess.



     Section 2.10. Mandatory Prepayments.



     (a) On the date of any termination or reduction of the Revolving Credit Commitments, and on
any date that the Total Revolving Credit Exposure exceeds the Total Revolving Commitment Amount,
the Borrowers shall pay or prepay so much of the Revolving Credit Borrowings and Swingline Loans,
and then shall deposit cash collateral with the Administrative Agent for Letter of Credit Exposure
in a manner consistent with the terms of Section 2.18(c)(i), as shall be necessary in order that
the Total Revolving Credit Exposure does not exceed the Total Revolving Commitment Amount.



     (b) Upon the receipt of any Asset Sale Proceeds, Insurance Proceeds, Debt Offering Proceeds,
Unamortized Contract Value Proceeds and Equity Offering Proceeds, the Borrowers shall prepay the
Obligations by an amount equal to 100% of such Asset Sale Proceeds, Insurance Proceeds, Debt
Offering Proceeds, Unamortized Contract Value Proceeds, and Equity Offering Proceeds, provided,
however, that if Equity Offering Proceeds are raised at a time when no Default or Event of Default
shall have occurred and be continuing immediately before or after giving effect to the event that
gave rise to such Equity Offering Proceeds and no Interest Deferral Period is in effect, then the
percentage of Equity Offering Proceeds required to be applied to the Obligations shall be reduced
from 100% to 50%.



     (c) [reserved].



     (d) During each Interest Deferral Period, the Borrowers shall prepay the Obligations on each
Subordinated Note Interest Payment Date by an amount equal to 75% of the interest payable on the
Holdings Subordinated Notes but for the Interest Deferral Period, to the extent of Available Cash
for the most recently ended Monthly Fiscal Period for which a Monthly Report has been delivered,
measured as if no Interest Deferral Period had occurred and all interest payable on the Holdings
Subordinated Notes was paid in cash.



     (e) [reserved]



     (f) Upon delivery of the annual audited financial statements of Holdings and its Subsidiaries
pursuant to Section 5.4(c) for each Annual Fiscal Period, commencing with the



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Annual Fiscal Period 2009, the Borrowers shall prepay the Obligations by an amount equal to
the excess of (i) 75% of the Annual Excess Cash Flow for such Annual Fiscal Period over (ii)
voluntary prepayments of the Term Loan (exclusive of the voluntary prepayment of the Term Loans
made on the Restatement Effective Date as described in Section 4.2(n)) and voluntary reductions of
the Revolving Credit Commitments during such Annual Fiscal Period.



     (g) All prepayments of the Obligations required in paragraphs (b), (d) and (f) of this Section
2.10 shall be applied as follows unless an Event of Default has occurred and is continuing:
first, to Fees and reimbursable expenses of the Administrative Agent then due and payable
pursuant to any of the Loan Documents; second, to interest then due and payable on the Term
Loan; third, to prepay the scheduled principal installments of the Term Loan in inverse
order of maturity, until the Term Loan has been prepaid in full; fourth, to interest then
due and payable on the Swingline Loan; fifth, to the principal balance of the Swingline
Loan outstanding until the same has been repaid in full; sixth, to interest then due and
payable on Revolving Loans; seventh, to the principal balance of Revolving Loans
outstanding until the same has been paid in full; eighth, to the payment of all other
Obligations that are then due and payable; and ninth, the remaining balance thereof, if
any, shall be distributed to the Borrower Representative. Neither the Revolving Loan Commitment
nor the Swingline Loan Commitment shall be permanently reduced by the amount of any such
prepayments applied to the repayment of Obligations as provided above pursuant to this Section
2.10(g). If an Event of Default has occurred and is continuing, all prepayments of the Obligations
required in paragraphs (b), (c), (d) and (f) of this Section 2.10 shall be applied in accordance
with Section 2.14.



     (h) Upon receipt of any proceeds or any Annual Excess Cash Flow referred to in paragraphs (b),
(d) and (f) above of this Section 2.10, the Administrative Agent shall notify the Lenders of the
receipt of such proceeds on the Business Day such proceeds are received, together with the
calculation of any prepayment fee, if appropriate, and each Lender’s pro rata share of such
prepayment (the “Prepayment Notice”), and except as provided in paragraph (i) below and in
Section 2.14, shall promptly apply such proceeds in the manner set forth in paragraph (g) above.
All prepayments under this Section 2.10 shall be accompanied by accrued interest on the principal
amount being prepaid to but excluding the date of payment.



     (i) If no Event of Default has occurred and is continuing and no Interest Deferral Period is
in effect, each Term Lender shall have the right not to accept its ratable share of any prepayment
under paragraphs (b), (d) and (f) above of this Section 2.10 (a “Waivable Prepayment”) and
shall be deemed to have exercised such right unless it gives written notice to the Borrowers and
the Administrative Agent of its election to accept its ratable share of such Waivable Prepayment no
later than five (5) Business Days after the Administrative Agent delivers the Prepayment Notice.
To the extent that any Term Lender elects not to accept its ratable share of a Waivable Prepayment,
such share of the Waivable Prepayment shall be offered ratably to the other Term Lenders that have
accepted their share of such Waivable Prepayment and the Revolving Lenders based upon their
Revolving Credit Exposure (with no reduction in the Revolving Credit Commitments). If no Event of
Default has occurred and is continuing and no Interest Deferral Period is in effect, the
application of any prepayment by the Administrative Agent shall be made on the earlier of (i) the
sixth Business Day immediately following delivery of the Prepayment Notice to the Lenders and (ii)
the date that all Term Lenders have notified the



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Administrative Agent in writing of whether they accept or reject their portion of the Waivable
Prepayment.



     (j) The Borrowers shall reduce the Revolving Loans to not more than $20,000,000 during at
least one consecutive thirty (30) day period during each Annual Fiscal Period (the “Annual
Clean-Up”); provided, however, that for purposes of determining compliance with
the foregoing Annual Clean-Up provision, there shall be excluded from the calculation of Revolving
Loans, without duplication, (i) outstanding Revolving Loans, the proceeds of which were used to
finance Permitted Business Acquisitions in an amount up to, but not exceeding, the specific dollar
limitations on such acquisitions set forth in Section 6.5(a) (without giving effect to any increase
in such dollar limitations that may apply in Section 6.5(a) from the receipt of net proceeds of
certain equity issuances made after the closing), and (ii) up to the Dollar amount specified in the
table set forth below in this Section 2.10(j) of outstanding Revolving Loans if and to the extent
that (x) the proceeds of such Revolving Loans were used to make Consolidated Service Contract
Capital Expenditures during the corresponding period in the table below and (y) such Capital
Expenditures were expressly permitted to be made under Section 6.15:



	 	 	 	 	 
	 	 	Maximum Aggregate Dollar
	 	 	Amount of Outstanding
	                  Period	 	Revolving Loans:
	2008 Annual Fiscal Period
	 	$	20,000,000	 
	2009 Annual Fiscal Period
	 	$	20,000,000	 
	2010 Annual Fiscal Period
	 	$	20,000,000	 
	2011 Annual Fiscal Period
	 	$	20,000,000	 
	2012 Annual Fiscal Period
	 	$	20,000,000	 






     Section 2.11. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any
other provision herein, if after the date of this Agreement any change in applicable law or
regulation or in the interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether or not having the force of law) shall
change the basis of taxation of payments to any Lender or the Letter of Credit Issuer in respect of
any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender
or any Fees or other amounts payable hereunder (other than changes in respect of (i) the rate of
tax imposed on the overall net income of such Lender or the Letter of Credit Issuer and (ii) any
Covered Taxes described in Section 2.17), or shall impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets or deposits with or for the account of or
credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except
any such reserve requirement which is reflected in the Eurodollar Rate) or the Letter of Credit
Issuer or shall impose on such Lender or the Letter of Credit Issuer or the interbank Eurodollar
market any other condition affecting this Agreement, any Letter of Credit (or any participation
with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any
Eurodollar Loans of such Lender or the Letter of Credit Issuer, and the result of any of the
foregoing shall be to increase the cost to such Lender or the Letter of Credit



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Issuer of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment
or any Eurodollar Loan (or, in the case of the Letter of Credit Issuer, of making any payment under
any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or
the Letter of Credit Issuer hereunder (whether of principal, interest or otherwise) by an amount
deemed by such Lender or the Letter of Credit Issuer to be material, then from time to time the
Borrowers will pay to such Lender or the Letter of Credit Issuer upon demand such additional amount
or amounts as will compensate such Lender or the Letter of Credit Issuer for such additional costs
incurred or reduction suffered.




     (b) If any Lender or the Letter of Credit Issuer shall have determined that the adoption after
the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change
after the date hereof in any of the foregoing or in the interpretation or administration of any of
the foregoing by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any lending office of
such Lender) or the Letter of Credit Issuer or any Lender’s or the Letter of Credit Issuer’s
holding company with any request or directive regarding capital adequacy (whether or not having the
force of law) made or issued after the date hereof by any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or
the Letter of Credit Issuer’s capital or on the capital of such Lender’s or the Letter of Credit
Issuer’s holding company, if any, as a consequence of this Agreement or its obligations pursuant
hereto to a level below that which such Lender or the Letter of Credit Issuer or such Lender’s or
the Letter of Credit Issuer’s holding company would have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or the Letter of Credit Issuer’s policies and
the policies of such Lender’s or the Letter of Credit Issuer’s holding company with respect to
capital adequacy) by an amount deemed by such Lender or the Letter of Credit Issuer to be material,
then from time to time the Borrowers shall pay to such Lender or the Letter of Credit Issuer upon
demand such additional amount or amounts as will compensate such Lender or the Letter of Credit
Issuer or such Lender’s or the Letter of Credit Issuer’s holding company for any such reduction
suffered.



     (c) A certificate of each Lender or the Letter of Credit Issuer setting forth in reasonable
detail such amount or amounts as shall be necessary to compensate such Lender or the Letter of
Credit Issuer or its holding company as specified in paragraphs (a) and (b) above, as the case may
be, shall be delivered to the Borrower Representative through the Administrative Agent and shall be
conclusive absent manifest error. The Borrowers shall pay each Lender or the Letter of Credit
Issuer the amount shown as due on any such certificate delivered by it within ten (10) days after
its receipt of the same.



     (d) Promptly after any Lender or the Letter of Credit Issuer has determined, in its sole
judgment, that it will make a request for increased compensation pursuant to this Section 2.11,
such Lender or the Letter of Credit Issuer will notify the Borrower Representative in writing
thereof. Failure on the part of any Lender or the Letter of Credit Issuer so to notify the
Borrower Representative or to demand compensation for any increased costs or reduction in amounts
received or receivable or reduction in return on capital with respect to any period shall not
constitute a waiver of such Lender’s or the Letter of Credit Issuer’s right to demand compensation
with respect to such period or any other period; provided that the Borrowers shall not be under any
obligation to compensate any Lender or the Letter of Credit Issuer under



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paragraph (a) or (b) above with respect to increased costs or reductions with respect to any
period prior to the date that is six months prior to such request if such Lender or the Letter of
Credit Issuer knew or could reasonably have been expected to be aware of the circumstances giving
rise to such increased costs or reductions and of the fact that such circumstances would in fact
result in a claim for increased compensation by reason of such increased costs or reductions;
provided further that the foregoing limitation shall not apply to any increased costs or reductions
arising out of the retroactive application of any law, regulation, rule, guideline or directive as
aforesaid within such six month period. The protection of this Section 2.11 shall be available to
each Lender and the Letter of Credit Issuer regardless of any possible contention as to the
invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition
which shall have occurred or been imposed.



     (e) In the event (i) any Lender or the Letter of Credit Issuer delivers a written notice to
the Borrower Representative pursuant to paragraph (c) above, (ii) any Revolving Lender delivers a
notice to the Borrower Representative pursuant to Section 2.12(a), or (iii) any Lender makes
written demand for indemnification upon the Borrower Representative for payment pursuant to Section
2.17(c), in each case the Borrowers may require, at the Borrowers’ expense and subject to Section
2.13, such Lender or the Letter of Credit Issuer that delivers such notice or makes such demand to
assign, at par plus accrued interest and fees, without recourse (in accordance with Section 8.1)
all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its
Commitments and the Loans at the time owing to it and participations in Letters of Credit held by
it and its obligations to acquire such participations) to a financial institution specified by the
Borrowers; provided that (w) such assignment shall not conflict with or violate any law, rule or
regulation or order of any court or other Governmental Authority, (x) the Borrowers shall have
received the written consent of the Administrative Agent (which consent shall not be unreasonably
withheld) and in the event of an assignment of a Revolving Credit Commitment, the Letter of Credit
Issuer to such assignment, (y) the Borrowers shall have paid to the assigning Lender or the Letter
of Credit Issuer all monies accrued and owing hereunder to it (including pursuant to this Section
2.11) and (z) in the case of a required assignment by the Letter of Credit Issuer, all outstanding
Letters of Credit issued by the Letter of Credit Issuer shall be canceled and returned to the
Letter of Credit Issuer or cash collateralized in the manner described in Section 2.18(c) hereof.



     Section 2.12. Change in Legality. (a) Notwithstanding any other provision herein, if
the adoption of or any change in any law or regulation or in the interpretation thereof by any
Governmental Authority charged with the administration or interpretation thereof shall make it
unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to
the Borrower Representative and to the Administrative Agent, such Lender may:




     (i) if it is a Revolving Lender, declare that Eurodollar Loans will not thereafter be
made by it hereunder, whereupon any request by the Borrower Representative for a Eurodollar
Borrowing shall, as to such Revolving Lender only, be deemed a request for an ABR Loan
unless such declaration shall be subsequently withdrawn; and




     (ii) as to any Revolving Lender or Term Lender require that all outstanding Eurodollar
Loans made by it be converted to ABR Loans, in which event all such



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Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date
of such notice as provided in paragraph (b) below.


In the event any Lender shall exercise its rights under subparagraphs (i) and (ii) above, all
payments and prepayments of principal which would otherwise have been applied to repay the
Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such
Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans.




     (b) For purposes of this Section 2.12, a notice to the Borrower Representative by any Lender
shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period
currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on
the date of receipt by the Borrower Representative.



     Section 2.13. Indemnity. The Borrowers shall indemnify each Lender against any loss
or expense (including taxes, except in the case of Section 2.13(c) below) that such Lender may
sustain or incur as a consequence of its obligation to make Eurodollar Loans arising as a result of
(a) any failure by the Borrowers to fulfill on the date of any Borrowing or proposed Borrowing
hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrowers to
borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such
Borrowing, refinancing, conversion or continuation has been given pursuant hereto, (c) any payment,
prepayment or conversion of a Eurodollar Loan required by any other provision of this Agreement or
otherwise made or deemed made on a date other than the last day of the Interest Period applicable
thereto, (d) any default in payment or prepayment of the principal amount of any Loan or any part
thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether
by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the
occurrence of any Event of Default, including, in each such case, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or employing deposits from
third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan.
Such loss or reasonable expense shall exclude loss of margin hereunder but shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining
the funds for the Loan being paid, prepaid, converted or not borrowed, converted or continued
(assumed to be the Eurodollar Rate applicable thereto) for the period from the date of such
payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the
Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the
amount of interest (as reasonably determined by such Lender) that would be realized by such Lender
in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for
such period or Interest Period, as the case may be. A certificate of any Lender setting forth in
reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this
Section 2.13 (and the reasons therefor) shall be delivered to the Borrower Representative through
the Administrative Agent and shall be conclusive absent manifest error.



     Section 2.14. Application and Allocation of Payments.



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     (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of
proceeds of Accounts received in the ordinary course of business shall be applied, first, to the
Swingline Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments
then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied
as determined by the Borrower Representative, subject to the provisions of Section 2.9; and (iv)
mandatory prepayments shall be applied as set forth in Section 2.10. All payments and prepayments
applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as
determined by its Applicable Percentage. As to any other payment, and as to all payments made when
an Event of Default has occurred and is continuing, each Borrower hereby irrevocably waives the
right to direct the application of any and all payments received from or on behalf of such
Borrower, and each Borrower hereby irrevocably agrees that the Administrative Agent shall have the
continuing exclusive right to apply any and all such payments against the Obligations of the
Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by the
Administrative Agent in the Loan Account or any other books and records. Upon the occurrence and
during the continuation of an Event of Default, payments shall be applied to amounts then due and
payable in the following order: first, to Fees (excluding the Commitment Fee and Letter of
Credit Participation Fees), and the Administrative Agent’s expenses reimbursable hereunder;
second, to interest on the Swingline Loan; third, to principal payments on the
Swingline Loan; fourth, to the Commitment Fee, the Letter of Credit Participation Fee and
interest on the other Loans, ratably in proportion to the interest accrued as to each Loan;
fifth, to principal payments on the other Loans and to provide cash collateral for Letter
of Credit Obligations in the manner described in Section 2.18, ratably to the aggregate, combined
principal balance of the other Loans and outstanding Letter of Credit Obligations; sixth,
to all other Obligations, including expenses of Lenders to the extent reimbursable under Section
9.4; and seventh, the remaining balance thereof, if any, shall be returned to the Borrower
Representative, except in the case where the maturity date of the Obligations have been accelerated
pursuant to Article VII or deemed accelerated pursuant to paragraphs (g) or (h) of Article VII and
any Obligations remain outstanding. Each prepayment of Revolving Loans (to the extent the
commitments are reduced or terminated in connection therewith) and any prepayment of the Term Loan
after acceleration of the maturity date thereof applied pursuant to this Section 2.14(a), in each
case shall be accompanied by the corresponding Prepayment Fee pursuant to Section 2.5(d) determined
with respect to the amount so prepaid.



     (b) The Administrative Agent is authorized to, and at its sole election may, charge to the
Revolving Loan balance on behalf of the Borrower and cause to be paid all Fees, expenses, charges,
costs (including insurance premiums in accordance with Section 5.2(e)) and interest and principal,
other than principal of the Revolving Loan, owing by the Borrowers under this Agreement or any of
the other Loan Documents if and to the extent the Borrowers fail to pay promptly any such amounts
as and when due. At the Administrative Agent’s option and to the extent permitted by law, any
charges so made shall constitute part of the Revolving Loans hereunder.



     (c) Except as required under Section 2.12 and subject to Section 2.10 and except as otherwise
expressly provided in this Agreement, each Borrowing, each payment or prepayment of principal of
any Borrowing, each payment of interest on the Loans and Letter of Credit Obligations, each payment
of the Commitment Fees or Letter of Credit Participation Fees, each reduction of the Revolving
Credit Commitments and each refinancing of any Borrowing with,



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conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type
shall be allocated (except in the case of Swingline Loans) pro rata among the Lenders in accordance
with their respective applicable Commitments (or, if such Commitments shall have expired or been
terminated, in accordance with the respective principal amounts of their applicable outstanding
Loans or participations in Letter of Credit Obligations, as applicable). Each Lender agrees that
in computing such Lender’s portion of any Borrowing of Loans or participations in Letter of Credit
Obligations, the Administrative Agent may, in its discretion, round each Lender’s percentage of
such Borrowing of Loans or participations in Letter of Credit Obligations, computed to the next
higher or lower whole dollar amount.



     Section 2.15. [Intentionally Omitted].



     Section 2.16. Payments. (a) The Borrowers shall make each payment without set-off or
counterclaim (including principal of or interest on any Loans, Letter of Credit Obligations or any
Fees or other amounts) required to be made by it hereunder and under any other Loan Document not
later than 12:00 p.m. (New York time) on the date when due in Dollars to the Collection Account, in
immediately available funds. Any payments received after 12:00 p.m. (New York time) on any
Business Day or on a day that is not a Business Day shall be deemed to have been received on the
following Business Day. The Administrative Agent shall distribute such payments to the Lenders and
the Letter of Credit Issuer promptly upon receipt in like funds as received.



     (b) Whenever any payment (including principal of or interest on any Loans, any Fees or any
other Obligations) hereunder or under any other Loan Document shall become due, or otherwise would
occur, on a day that is not a Business Day, such payment may be made on the next succeeding
Business Day (except in the case of payment of principal of a Eurodollar Borrowing if the effect of
such extension would be to extend such payment into the next succeeding month, in which event such
payment shall be due on the immediately preceding Business Day), and such extension of time shall
in such case be included in the computation of interest or Fees, if applicable.



     Section 2.17. Taxes. (a) Any and all payments by the Borrowers to the Administrative
Agent, the Letter of Credit Issuer or any Lender hereunder or under the other Loan Documents shall
be made, in accordance with Section 2.16, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto (the “Taxes”), excluding (i) in the case of each Lender, the Letter of
Credit Issuer or the Administrative Agent, taxes that would not be imposed but for a connection
between such Lender, the Letter of Credit Issuer or the Administrative Agent (as the case may be)
and the jurisdiction imposing such tax, other than a connection arising solely by virtue of the
activities of such Lender, the Letter of Credit Issuer or the Administrative Agent (as the case may
be) pursuant to or in respect of any Loan Document, including entering into, lending money or
extending credit pursuant to, receiving payments under, or enforcing, such Loan Document, and (ii)
in the case of each Lender, the Letter of Credit Issuer or the Administrative Agent, any United
States withholding taxes payable with respect to any payments made hereunder or under the other
Loan Documents under laws (including any statute, treaty, ruling, determination or regulation) in
effect on the Initial Date (as hereinafter defined) applicable to such Lender, the Letter of Credit
Issuer or the Administrative Agent, as the case



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may be, other than any United States withholding taxes payable solely as a result of any
change in such laws occurring after the Initial Date (all such non-excluded Taxes, the “Covered
Taxes”). For purposes of this Section 2.17, the term “Initial Date” shall mean (i) in
the case of the Administrative Agent, the Letter of Credit Issuer or any Lender, the date on which
such Person became a party to this Agreement and (ii) in the case of any assignment, including any
assignment by a Lender or the Letter of Credit Issuer to a new lending office, the date of such
assignment. If any Taxes shall be required by law to be deducted from or in respect of any sum
payable hereunder or under any other Loan Document to any Lender, the Letter of Credit Issuer or
the Administrative Agent, (i) in the case of any Covered Taxes, the sum payable by the Borrowers
shall be increased as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.17) such Lender, the Letter
of Credit Issuer or the Administrative Agent, as the case may be, receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrowers shall make such
deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law. The Borrowers shall not, however,
be required to pay any amounts pursuant to clause (i) of the preceding sentence to any Lender, the
Letter of Credit Issuer or the Administrative Agent that is not a United States person as defined
in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) if such Lender, the Letter of
Credit Issuer or the Administrative Agent, as the case may be, fails to comply with the
requirements of paragraph (f) and paragraph (g) of this Section 2.17.



     (b) In addition, the Borrowers agree to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any other Loan
Document (hereinafter referred to as “Other Taxes”).



     (c) The Borrowers will indemnify each Lender, the Letter of Credit Issuer and the
Administrative Agent for the full amount of Covered Taxes and Other Taxes (including any Covered
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid
by such Lender, the Letter of Credit Issuer or the Administrative Agent, as the case may be, and
any liability (including penalties, interest and expenses including reasonable attorney’s fees and
expenses) arising therefrom or with respect thereto whether or not such Covered Taxes or Other
Taxes were correctly or legally asserted. A certificate in reasonable detail as to the amount of
such payment or liability prepared by a Lender, the Letter of Credit Issuer or the Administrative
Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such
indemnification shall be made within 10 days after the date any Lender (or any assignee thereof),
the Letter of Credit Issuer or the Administrative Agent, as the case may be, makes written demand
therefor upon the Borrower Representative.



     (d) Within 30 days after the date of any payment of Covered Taxes or Other Taxes withheld by
any Borrower in respect of any payment to any Lender, the Letter of Credit Issuer or the
Administrative Agent, such Borrower will furnish to the Administrative Agent, at its address
referred to in Section 9.11, the original or a certified copy of a receipt evidencing payment
thereof.



     (e) Without prejudice to the survival of any other agreement contained herein, the agreements
and obligations contained in this Section 2.17 shall survive the payment in full of the



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Obligations, the expiration of the Letters of Credit and the termination of the Commitments
and this Agreement.



     (f) Each Lender (other than a Non-U.S. Lender) shall deliver to the Administrative Agent and
to the Borrower Representative, on or prior to the Restatement Effective Date (in the case of each
Lender listed on the signature pages hereof) or on or prior to the date of the Assignment and
Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and
at such other times as may be necessary in the determination of the Borrower Representative or the
Administrative Agent (each in the reasonable exercise of its discretion), two original copies of
Internal Revenue Service Form W-9, W-8BEN or W-8ECI (or any successor forms), as the case may be,
properly completed and duly executed by such Lender. Each Non-U.S. Lender agrees that (i) at least
10 days prior to the first Interest Payment Date following the Initial Date in respect of such
Lender, it will (A) deliver to the Borrower Representative and the Administrative Agent (if
appropriate) two duly completed copies of either United States Internal Revenue Service Form W-8
BEN or W-8 ECI or successor applicable form, as the case may be, certifying in each case that the
Letter of Credit Issuer, such Lender or the Administrative Agent, as the case may be, is entitled
to receive payments under this Agreement and the other Loan Documents payable to it without
deduction or withholding of any United States federal income taxes and backup withholding taxes or
is entitled to receive such payments at a reduced rate pursuant to a treaty provision or (B) in the
case of a Lender that is not a “bank” within the meaning of Section 881(c)(3) of the Code, deliver
to the Borrower Representative and the Administrative Agent (I) a statement under penalties of
perjury that such Lender (w) is not a “bank” under Section 881(c)(3)(A) of the Code, is not subject
to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated
as a bank for purposes of any tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency or qualification for any exemption
from tax, securities law or other legal requirements, (x) is not a 10-percent shareholder within
the meaning of Section 881(c)(3)(B) of the Code, and (y) is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section 881(c)(3)(c) of the Code,
(II) such factual representations as the Borrower Representative may reasonably request to allow
the Borrowers to conclude that such Lender is not a “conduit entity” within the meaning of U.S.
Treasury Regulations Section 1.881-3 and (III) an Internal Revenue Service Form W-8BEN; (ii) it
will deliver to the Borrower Representative and the Administrative Agent (if appropriate) two
further copies of such form or any successor applicable form or other manner of certification on or
before the date such form expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by such Non-U.S. Lender; and (iii)
it will obtain such extensions of time for filing and complete such forms or certifications as may
be reasonably requested by the Borrower Representative or the Administrative Agent; unless in any
such case an event (including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required which renders any
such forms inapplicable or which would prevent such Lender from duly completing and delivering any
such form with respect to it and such Lender so advises the Borrower Representative and the
Administrative Agent. Each Person that shall become a participant pursuant to Section 8.1 shall,
upon the effectiveness of the related transfer, be required to provide all the forms and statements
required pursuant to this paragraph (f) to the assigning Lender from which the related
participation shall have been purchased, the Administrative Agent and the Borrower Representative.
If the Borrower Representative and the



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Administrative Agent have not received forms, certificates and other documents required by
this Section 2.17(f) from a Lender indicating that payments hereunder or under this Agreement or
any other Loan Document are not subject to United States withholding tax (or are subject to such
withholding tax at a rate reduced by an applicable tax treaty), the Borrowers shall withhold such
taxes from such payments due to such Lender at the applicable statutory rate (or at the applicable
reduced rate, in the case of any payments subject to withholding tax at a rate reduced by an
applicable tax treaty).



     (g) The Letter of Credit Issuer and any Lender claiming any additional amounts payable
pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory
restrictions) to file any certificate or document requested in writing by the Borrower
Representative or to change the jurisdiction of its applicable lending office, if the making of
such a filing or change would avoid the need for or reduce the amount of any such additional
amounts which would be payable or may thereafter accrue and would not, in the sole good faith
determination of the Letter of Credit Issuer or such Lender, be otherwise disadvantageous to the
Letter of Credit Issuer or such Lender.



     (h) Nothing contained in this Section 2.17 shall require any Lender or the Letter of Credit
Issuer or the Administrative Agent to make available any of its tax returns (or any other
information that it deems to be confidential or proprietary).



     Section 2.18. Letters of Credit. Subject to and in accordance with the terms of this
Agreement, Borrower Representative, on behalf of the Borrowers, shall have the right to request,
and Revolving Lenders agree to incur, or purchase participations in, Letter of Credit Obligations
in respect of the Borrowers.



     (a) Issuance. Subject to the terms and conditions of the Agreement, the Administrative
Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination
Date, upon the request of Borrower Representative on behalf of the Borrowers and for the Borrowers’
or other Guarantors’ account (so long as the beneficiary of such Letter of Credit is not a Borrower
or a Guarantor), Letter of Credit Obligations by causing Letters of Credit to be issued by GECC or
a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to the
Administrative Agent in its sole discretion (each, an “Letter of Credit Issuer”) for the
Borrowers’ or other Guarantors’ account and guaranteed by the Administrative Agent; provided, that
if the Letter of Credit Issuer is a Revolving Lender, then such Letters of Credit shall not be
guaranteed by the Administrative Agent but rather each Revolving Lender shall, subject to the terms
and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations
in all such Letters of Credit issued with the written consent of the Administrative Agent, as more
fully described in Section 2.18(b)(ii) below. The aggregate amount of all such Letter of Credit
Obligations shall not at any time exceed the lesser of (i) the Letter of Credit Sublimit and (ii)
the Total Revolving Commitment Amount less the aggregate outstanding Revolving Loans and Swingline
Loan. No such Letter of Credit shall have an expiry date that is more than one year following the
date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole
discretion, and neither Administrative Agent nor Revolving Lenders shall be under any obligation to
incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of
Credit having an expiry date that is later than the Commitment Termination Date.



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     (b) (i) Advances Automatic; Participations. In the event that the Administrative
Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit
Obligation, such payment shall then be deemed automatically to constitute a Revolving Loan to the
applicable Borrower under Section 2.2 of the Agreement regardless of whether a Default or Event of
Default has occurred and is continuing and notwithstanding any Borrower’s failure to satisfy the
conditions precedent set forth in Article IV, and each Revolving Lender shall be obligated to pay
its Applicable Percentage thereof in accordance with the Agreement. The failure of any Revolving
Lender to make available to the Administrative Agent for the Administrative Agent’s own account its
Applicable Percentage of any such Revolving Loan or payment by the Administrative Agent under or in
respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation
hereunder to make available to the Administrative Agent its Applicable Percentage thereof, but no
Revolving Lender shall be responsible for the failure of any other Revolving Lender to make
available such other Revolving Lender’s Applicable Percentage of any such payment.



          (ii) If it shall be illegal or unlawful for the Borrowers to incur any Revolving Loan as
contemplated by Section 2.18(b)(i) above because of an Event of Default of the type described in
paragraphs (g) or (h) of Article VII has occurred or otherwise or if it shall be illegal or
unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement
obligations owed to an Letter of Credit Issuer, or if the Letter of Credit Issuer is a Revolving
Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be
deemed to have irrevocably and unconditionally purchased from the Administrative Agent (or such
Letter of Credit Issuer, as the case may be) an undivided interest and participation equal to such
Revolving Lender’s Applicable Percentage (based on the Revolving Credit Commitments) of the Letter
of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter,
immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have
irrevocably and unconditionally purchased from the Administrative Agent (or such Letter of Credit
Issuer, as the case may be) an undivided interest and participation in such Revolving Lender’s
Applicable Percentage (based on the Revolving Credit Commitments) of the Letter of Credit
Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving
Lender shall fund its participation in all payments or disbursements made under the Letters of
Credit in the same manner as provided in the Agreement with respect to Revolving Loans.




     (c) Cash Collateral.




     (i) If the Borrowers are required to provide cash collateral for any Letter of Credit
Obligations pursuant to this Agreement prior to the Commitment Termination Date, each
Borrower will pay to the Administrative Agent for the ratable benefit of itself and
Revolving Lenders cash or cash equivalents acceptable to the Administrative Agent (“Cash
Equivalents”) in an amount equal to 103% of the maximum amount then available to be
drawn under each applicable Letter of Credit then outstanding. Such funds or Cash
Equivalents shall be held by the Administrative Agent in a cash collateral account (the
“Letter of Credit Cash Collateral Account”) maintained at a bank or financial
institution acceptable to the Administrative Agent. The Letter of Credit Cash Collateral
Account shall be in the name of the Borrower Representative and shall be pledged to, and
subject to the control of, the Administrative Agent, for the benefit of the Administrative
Agent



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and Lenders, in a manner satisfactory to the Administrative Agent. Each Borrower
hereby pledges and grants to the Administrative Agent, on behalf of itself and Lenders, a
security interest in the Letter of Credit Cash Collateral Account, all such funds and Cash
Equivalents held in the Letter of Credit Cash Collateral Account from time to time and all
proceeds thereof, as security for the payment of all amounts due in respect of the Letter of
Credit Obligations and other Obligations, whether or not then due.




     (ii) If any Letter of Credit Obligations, whether or not then due and payable, shall
for any reason be outstanding on the Commitment Termination Date, the Borrowers shall either
(A) provide cash collateral therefor in the manner described in Section 2.18 (c)(i), (B)
cause all such Letters of Credit and guaranties thereof, if any, to be canceled and
returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter
of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor
and duration as, and in an amount equal to 103% of, the aggregate maximum amount then
available to be drawn under, the Letters of Credit to which such outstanding Letter of
Credit Obligations relate and shall be issued by a Person, and shall be subject to such
terms and conditions, as are be satisfactory to the Administrative Agent in its sole
discretion.




     (iii) From time to time after funds are deposited in the Letter of Credit Cash
Collateral Account by any Borrower, whether before or after the Commitment Termination Date,
the Administrative Agent may apply such funds or Cash Equivalents then held in the Letter of
Credit Cash Collateral Account to the payment of any amounts, and in such order as the
Administrative Agent may elect, as shall be or shall become due and payable by the Borrowers
to the Administrative Agent and Lenders with respect to such Letter of Credit Obligations of
such Borrower and, upon the satisfaction in full of all Letter of Credit Obligations of such
Borrower, to any other Obligations of any Borrower then due and payable.




     (iv) No Borrower nor any Person claiming on behalf of or through any Borrower shall
have any right to withdraw any of the funds or Cash Equivalents held in the Letter of Credit
Cash Collateral Account, except that upon the termination of all Letter of Credit
Obligations and the payment of all amounts payable by the Borrowers to the Administrative
Agent and Lenders in respect thereof, any funds remaining in the Letter of Credit Cash
Collateral Account shall be applied to other Obligations then due and owing and upon payment
in full of such Obligations, any remaining amount shall be paid to the Borrowers or as
otherwise required by law. Interest earned on deposits in the Letter of Credit Cash
Collateral Account shall be for the account of the Administrative Agent.



     (d) Fees and Expenses. The Borrowers agree to pay to the Administrative Agent for the
benefit of Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations
incurred hereunder, (i) all costs and expenses incurred by the Administrative Agent or any Lender
on account of such Letter of Credit Obligations, and (ii) for each month during which any Letter of
Credit Obligation shall remain outstanding, the Letter of Credit Participation Fee pursuant to
Section 2.5(b). In addition, the Borrowers shall pay to any Letter of Credit Issuer, on demand,
such fees (including all per annum fees), charges and expenses of such Letter of Credit Issuer in
respect of the issuance, negotiation, acceptance, amendment, transfer and



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payment of such Letter of Credit or otherwise payable pursuant to the application and related
documentation under which such Letter of Credit is issued.



     (e) Request for Incurrence of Letter of Credit Obligations. Borrower Representative
shall give the Administrative Agent at least 2 Business Days’ prior written notice requesting the
incurrence of any Letter of Credit Obligation. The notice shall be accompanied by the form of the
Letter of Credit (which shall be acceptable to the Letter of Credit Issuer) and a completed
application for standby letter of credit or application for documentary letter of credit (as
applicable) in the form supplied by the Letter of Credit Issuer. Notwithstanding anything
contained herein to the contrary, Letter of Credit applications by the Borrower Representative and
approvals by the Administrative Agent and the Letter of Credit Issuer may be made and transmitted
pursuant to electronic codes and security measures mutually agreed upon and established by and
among Borrower Representative, Administrative Agent and the Letter of Credit Issuer.



     (f) Obligation Absolute. The obligation of the Borrowers to reimburse the
Administrative Agent and Revolving Lenders for payments made with respect to any Letter of Credit
Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment,
demand, protest or other formalities, and the obligations of each Revolving Lender to make payments
to the Administrative Agent with respect to Letters of Credit shall be unconditional and
irrevocable. Such obligations of the Borrowers and Revolving Lenders shall be paid strictly in
accordance with the terms hereof under all circumstances including the following:




     (i) any lack of validity or enforceability of any Letter of Credit or the Agreement or
the other Loan Documents or any other agreement;




     (ii) the existence of any claim, setoff, defense or other right that any Borrower or
any of their respective Affiliates or any Lender may at any time have against a beneficiary
or any transferee of any Letter of Credit (or any Persons or entities for whom any such
transferee may be acting), the Administrative Agent, any Lender, or any other Person,
whether in connection with the Agreement, the Letter of Credit (other than the defense of
payment in accordance with the terms of this Agreement or a defense based on the gross
negligence or willful misconduct (as determined by a court of competent jurisdiction) of the
Letter of Credit Issuer), the transactions contemplated herein or therein or any unrelated
transaction (including any underlying transaction between any Borrower or any of their
respective Affiliates and the beneficiary for which the Letter of Credit was procured);




     (iii) any draft, demand, certificate or any other document presented under any Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect, provided that payment by the
Letter of Credit Issuer shall not have constituted gross negligence or willful misconduct
(as determined by a court of competent jurisdiction) of the Letter of Credit Issuer;



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     (iv) payment by the Administrative Agent (except as otherwise expressly provided in
paragraph (g)(ii)(C) below) or any Letter of Credit Issuer under any Letter of Credit or
guaranty thereof against presentation of a demand, draft or certificate or other document
that does not comply with the terms of such Letter of Credit, provided that payment by the
Letter of Credit Issuer shall not have constituted gross negligence or willful misconduct
(as determined by a court of competent jurisdiction) of the Letter of Credit Issuer or such
guaranty;




     (v) any other circumstance or event whatsoever, that is similar to any of the
foregoing, provided that such act or omission shall not have constituted gross negligence or
willful misconduct (as determined by a court of competent jurisdiction) of the Letter of
Credit Issuer; or




     (vi) the fact that a Default or an Event of Default has occurred and is continuing.



     (g) Indemnification; Nature of Lenders’ Duties.




     (i) In addition to amounts payable as elsewhere provided in the Agreement, the
Borrowers hereby agree to pay and to protect, indemnify, and save harmless Administrative
Agent and each Lender from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated
costs of internal counsel) that the Administrative Agent or any Lender may incur or be
subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit
or guaranty thereof, or (B) the failure of the Administrative Agent or any Lender seeking
indemnification or of any Letter of Credit Issuer to honor a demand for payment under any
Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or Governmental Authority,
in each case other than to the extent solely as a result of the gross negligence or willful
misconduct of the Administrative Agent or such Lender (as finally determined by a court of
competent jurisdiction).




     (ii) As between the Administrative Agent and any Lender and the Borrowers, the
Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit
by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the
foregoing, to the fullest extent permitted by law, neither the Administrative Agent nor any
Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document issued by any party in connection with the application for
and issuance of any Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign
any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or
in part, that may prove to be invalid or ineffective for any reason; (C) failure of the
beneficiary of any Letter of Credit to comply fully with conditions required in order to
demand payment under such Letter of Credit; provided, that in the case of any payment by the
Administrative Agent under any Letter of Credit or guaranty thereof, the Administrative
Agent shall be liable to the extent such payment was made solely as a result of its gross
negligence or willful misconduct (as finally determined by a court of



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competent jurisdiction) in determining that the demand for payment under such Letter of
Credit or guaranty thereof complies on its face with any applicable requirements for a
demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in
interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of
any document required in order to make a payment under any Letter of Credit or guaranty
thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any
Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond
the control of the Administrative Agent or any Lender. None of the above shall affect,
impair, or prevent the vesting of any of the Administrative Agent’s or any Lender’s rights
or powers hereunder or under the Agreement.




     (iii) Nothing contained herein shall be deemed to limit or to expand any waivers,
covenants or indemnities made by the Borrowers in favor of any Letter of Credit Issuer in
any Letter of Credit application, reimbursement agreement or similar document, instrument or
agreement between or among the Borrowers and such Letter of Credit Issuer, including the
Master Documentary Agreement and the Master Standby Agreement entered into with the
Administrative Agent.



     Section 2.19. [Reserved]



     Section 2.20. [Reserved]



     Section 2.21. [Reserved]



     Section 2.22. [Reserved]



     Section 2.23. Reliance on Notices; Appointment of Borrower Representative. The
Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon,
any Borrowing Request, notice of conversion/continuation of a Loan to a Eurodollar Loan or similar
notice believed by the Administrative Agent to be genuine. The Administrative Agent may assume
that each Person executing and delivering any notice in accordance herewith was duly authorized,
unless the responsible individual acting thereon for the Administrative Agent has actual knowledge
to the contrary. Each Borrower hereby designates VSA as its Borrower Representative and agent on
its behalf for the purposes of issuing Borrowing Requests and notices of conversion/continuation of
any Loans to Eurodollar Loans or similar notices, giving instructions with respect to the
disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of
Credit, giving and receiving all other notices and consents hereunder or under any of the other
Loan Documents and taking all other actions (including in respect of compliance with covenants) on
behalf of any Borrower or the Borrowers under the Loan Documents. Borrower Representative hereby
accepts such appointment. The Administrative Agent and each Lender may regard any notice or other
communication pertaining to any Loan Document from Borrower Representative as a notice or
communication from all Borrowers, and may give any notice or communication required or permitted to
be given to any Borrower or the Borrowers under any Loan Document to Borrower Representative on
behalf of such Borrower or the Borrowers. Each Borrower agrees that each notice, election,
representation



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and warranty, covenant, agreement and undertaking made on its behalf by the Borrower
Representative shall be deemed for all purposes to have been made by such Borrower and shall be
binding upon and enforceable against such Borrower to the same extent as if the same had been made
directly by such Borrower.




     SECTION 2.24 Joint and Several Liability. Each Borrower shall be jointly and
severally liable for all Obligations.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




          Each of Holdings and the Borrowers represents and warrants to each of the Lenders and the
Administrative Agent that:




     Section 3.1. Organization; Powers. Each of the Loan Parties and their Subsidiaries
(a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization (or enjoys the equivalent status under the laws of any jurisdiction of
organization outside the United States), (b) has all requisite power and authority to own its
property and assets and to carry on its business as now conducted and as proposed to be conducted,
and (c) is qualified to do business in every jurisdiction where such qualification is required,
except where the failure so to qualify could not reasonably be expected to result in a Material
Adverse Effect. Each of the Loan Parties has the power and authority to execute, deliver and
perform its obligations under each of the Loan Documents and each other agreement or instrument
contemplated thereby to which it is or will be a party and, in the case of each Borrower, to borrow
and otherwise obtain credit hereunder.



     Section 3.2. Authorization. The execution, delivery and performance by each of the
Loan Parties of each of the Loan Documents to which it is a party and the borrowings hereunder, the
other Related Transaction Documents and the other Related Transactions and (a) have been duly
authorized by all corporate, partnership or stockholder action, as the case may be, required to be
obtained by the respective Loan Parties and by any corporate, partnership or stockholder action
required of any other Loan Party and (b) do not and will not (i) violate (A) any provision of (1)
law, statute, rule or regulation, or (2) of the certificate or articles of incorporation or
partnership agreement, other constitutive documents or by-laws of the respective Loan Parties, (B)
any applicable order of any court or any rule, regulation or order of any Governmental Authority or
(C) any provision of any indenture, certificate of designation for preferred stock, or other
material agreement or instrument to which the respective Loan Parties are parties, respectively or
by which any of them or any of their property is or may be bound, (ii) be in conflict with, result
in a breach of or constitute (alone or with notice or lapse of time or both) a default under any
such indenture, certificate of designation for preferred stock, or other material agreement or
instrument, or (iii) result in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by any Loan Party, other than the Liens created
by the Security Documents.



     Section 3.3. Enforceability. This Agreement has been duly executed and delivered by
the Borrowers and constitutes, and each other Loan Document when executed and delivered by



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each Loan Party which is party thereto will constitute, a legal, valid and binding obligation
of such Loan Party enforceable against such Loan Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors’ rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



     Section 3.4. Governmental Approvals. No action, consent or approval of, registration
or filing with or any other action by any Governmental Authority is or will be required in
connection with the Related Transactions, except for (a) the filing of Uniform Commercial Code
financing statements, filings with the United States Patent and Trademark Office and the United
States Copyright Office and filings with respect to real property Liens and pledges of Capital
Stock of Foreign Subsidiaries contemplated pursuant to Section 5.11, and (b) such other approvals
as have been made or obtained and are in full force and effect.



     Section 3.5. Financial Statements. (a) Holdings and its Subsidiaries have heretofore
furnished to the Lenders (i) its consolidated balance sheets and consolidated statements of
operations and of cash flows, audited by and accompanied by the opinion of a firm of nationally
recognized public accountants as of and for the Annual Fiscal Periods ended December 29, 2007 and
(ii) its unaudited consolidated balance sheet and consolidated statements of operations and of cash
flows as of and for the Quarterly Fiscal Period ended September 30, 2008. Such financial
statements present fairly the financial condition and results of operations of each of Holdings and
its consolidated Subsidiaries as of such dates and for such periods. None of the Loan Parties has,
or shall have as of the Restatement Effective Date any material guarantee, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term commitment that is not
reflected in the foregoing statements or the notes thereto. Such financial statements were
prepared in accordance with GAAP applied on a consistent basis.



     (b) On and as of the Restatement Effective Date, the financial projections of Holdings, the
Borrowers and their respective consolidated Subsidiaries for the period through the last day of
Annual Fiscal Period 2012 (giving effect to the Related Transactions) previously delivered to
Lenders (the “Initial Projections”) are based on good faith estimates and assumptions made
by the management of the Borrowers and Holdings, it being recognized, however, that projections as
to future events are not to be viewed as facts and that the actual results during the period or
periods covered by the Initial Projections may differ from the projected results and that the
differences may be material. Notwithstanding the foregoing, as of the Restatement Effective Date,
management of the Borrowers believed that the Initial Projections were reasonable and attainable.



     (c) The monthly, quarterly and annual fiscal periods of Holdings and the Borrowers that will
occur during the term of this Agreement are listed in Schedule 3.5(c) (each, a “Fiscal
Period” and respectively, the “Monthly Fiscal Periods”, the “Quarterly Fiscal
Periods” or the “Annual Fiscal Periods”).



     Section 3.6. No Material Adverse Change. There has been no material adverse change in
the assets, business, properties, liabilities, financial condition, results of operations or
prospects of the consolidated Loan Parties, taken as a whole, since December 29, 2007.



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     Section 3.7. Title to Properties; Possession Under Leases. (a) Each of the Loan
Parties has good and marketable title to, or valid leasehold interests in, or easements or other
limited property interests in, all its material properties and assets, except for minor defects in
title that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties and assets for their intended purposes. All such material properties and
assets are free and clear of Liens, other than Permitted Liens.



     (b) Each of the Loan Parties has complied with all obligations under all leases to which it is
a party and all such leases are in full force and effect except in each case where a failure to
comply or to be in full force and effect could not reasonably be expected to have a Material
Adverse Effect. Each of the Loan Parties enjoys peaceful and undisturbed possession under all such
leases, except where a failure to do so could not reasonably be expected to result in a Material
Adverse Effect.



     (c) Each of the Loan Parties owns or possesses, or could obtain ownership or possession of, on
terms not materially adverse to it, all patents, trademarks, service marks, trade names,
copyrights, licenses and rights with respect thereto necessary for the present conduct of its
business, without any known conflict with the rights of others, and free from any burdensome
restrictions, except where such conflicts and restrictions could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



     Section 3.8. Subsidiaries. Schedule 3.8 sets forth as of the Restatement Effective
Date the name and jurisdiction of organization of each Subsidiary and, as to each such Subsidiary,
the percentage of each class of Capital Stock owned by any Loan Party.



     Section 3.9. Litigation; Compliance with Laws. (a) There are not any actions, suits
or proceedings at law or in equity or by or before any Governmental Authority now pending or, to
the knowledge of any Responsible Officer of any Loan Party, threatened against or affecting any
Loan Party or any business, property or rights of any such Person (i) relating to any Loan Document
or, as of the Restatement Effective Date, except as set forth on Schedule 3.9, the Related
Transactions, (ii) except as set forth on Schedule 3.9, seeking to establish or asserting a default or to terminate any Significant
Service Contract or Material Service Contract, or (iii) that could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.



     (b) None of the Loan Parties and their respective properties or assets is in violation of (nor
will the continued operation of their material properties and assets as currently conducted
violate) any law, rule or regulation (including any Environmental Law), or is in default with
respect to any judgment, writ, injunction or decree of any Governmental Authority, where such
violation or default could reasonably be expected to result in a Material Adverse Effect.



     Section 3.10. Compliance with Agreements. (a) None of the Loan Parties is a party to
any agreement or instrument or subject to any corporate restriction that has resulted or could
reasonably be expected to result in a Material Adverse Effect.



     (b) None of the Loan Parties is in default in any manner under any provision of any indenture
or other agreement or instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or assets are



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or may be bound, in either case where such default could reasonably be expected to result in a
Material Adverse Effect. Immediately after giving effect to the Related Transactions, no Default
or Event of Default shall have occurred and be continuing.



     Section 3.11. Federal Reserve Regulations. (a) None of the Loan Parties and the
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.



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



     Section 3.12. Investment Company. None of the Loan Parties is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940.



     Section 3.13. Use of Proceeds. The Borrowers will use the proceeds of the Loans and
will request the issuance of Letters of Credit only (i) to finance Capital Expenditures (to the
extent permitted hereunder), (ii) to pay certain transaction costs arising in connection with the
Related Transactions, (iii) to finance the payment of interest on Holdings Subordinated Notes to
the extent such payment of interest is expressly permitted hereunder, and (iv) for working capital
and other general corporate purposes of the respective Loan Parties.



     Section 3.14. Tax Returns. Each of the Loan Parties and any member of a consolidated,
combined or unitary group of which a Loan Party is a member (together with the Loan Parties, the
“Loan Party Group Members”) has timely filed or caused to be timely filed all federal, and
all material state and local tax returns required to have been filed by it and has paid or caused
to be paid all taxes shown thereon to be due and payable by it and all assessments received by it,
except taxes or assessments that are being contested in good faith by appropriate proceedings in
accordance with Section 5.3 and for which the relevant Loan Party has set aside on its books
adequate reserves in accordance with GAAP. Each of the Loan Party Group Members has paid in full
or made adequate provision (in accordance with GAAP) for the payment of all taxes due with respect
to all periods ending on or before the Restatement Effective Date, which taxes, if not paid or
adequately provided for, could reasonably be expected to have a Material Adverse Effect. Except as
set forth on Schedule 3.14 with respect to each of the Loan Party Group Members, (a) no material
claims are being asserted in writing with respect to any taxes, (b) as of the Restatement Effective
Date no presently effective waivers or extensions of statutes of limitation with respect to taxes
have been given or requested, (c) as of the Restatement Effective Date no tax returns are being
examined by, and no written notification of intention to examine has been received from, the
Internal Revenue Service or, with respect to any material potential tax liability, any other taxing
authority and (d) no currently pending material issues have been raised in writing by the Internal
Revenue Service or, with respect to any material potential tax liability, any other taxing
authority. For purposes of this Section 3.14, “taxes” shall mean any present or future tax, levy,
impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions
thereto) that is imposed by any Governmental Authority.



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     Section 3.15. No Material Misstatements.



     (a) No information contained in this Agreement, any of the other Loan Documents, any
projections, financial statements or collateral reports or other written reports from time to time
delivered hereunder or any written statement furnished by or on behalf of any Loan Party to
Administrative Agent or any Lender pursuant to the terms of this Agreement, when taken as a whole,
contains or will contain any material misstatement of fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not materially
misleading in light of the circumstances under which they were made.



     (b) All Initial Projections delivered as of the Restatement Effective Date concerning the Loan
Parties that have been made available to the Administrative Agent or any Lender by a Loan Party,
have been prepared in good faith based upon assumptions believed by Holdings and the Borrowers to
be reasonable at the time made (it being understood that actual results may materially vary from
the Initial Projections). All Projections delivered after the Restatement Effective Date
concerning the Loan Parties that are made available to the Administrative Agent or any Lender by a
Loan Party, will be prepared in good faith based upon assumptions believed by Holdings and the
Borrowers to be reasonable at the time made (it being understood that actual results may materially
vary from the Projections).



     Section 3.16. Employee Benefit Plans. Each of the Loan Parties and its ERISA
Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code
relating to ERISA and the regulations and published interpretations thereunder except for such
noncompliance which could not reasonably be expected to result in a Material Adverse Effect. No
Reportable Event in excess of $500,000 has occurred within the six years immediately preceding the
Restatement Effective Date as to which Holdings, any Borrower or any ERISA Affiliate was required
to file a report with the PBGC, other than reports for which the 30-day notice requirement is
waived. Except as set forth in Schedule 3.16, within the six years immediately preceding the
Restatement Effective Date, neither Holdings, any Borrower nor any ERISA Affiliate has (i) incurred
any liability under Title IV of ERISA with respect to the termination of any Plan, or (ii) filed an
application for a waiver of the minimum funding standard with respect to any Plan under Section
412(d) of the Code or Section 303 of ERISA. As of the Restatement Effective Date, the accumulated
benefit obligation under each Plan (on a termination basis and based on those assumptions used to
fund such Plan) did not, as of the last annual valuation date applicable thereto for which a
valuation is available, exceed by more than $2,000,000 the value of the assets of such Plan, and
the accumulated benefit obligation of all underfunded Plans (on a termination basis and based on
those assumptions used to fund each such Plan) did not, as of the last annual valuation dates
applicable thereto for which valuations are available, exceed by more than $4,000,000 the value of
the assets of all such underfunded Plans. None of Holdings, any Borrower and the ERISA Affiliates
have incurred or could reasonably be expected to incur any material Withdrawal Liability. None of
Holdings, any Borrower and the ERISA Affiliates have received any written notification that any
Multiemployer Plan is in reorganization, insolvent or has been terminated, within the meaning of
Title IV of ERISA and no Multiemployer Plan is reasonably expected to be in reorganization,
insolvent or terminated, which noticed or expected reorganization, insolvency or termination (as
the case may be) could reasonably be expected to result in Holdings, any Borrower or any



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ERISA Affiliate having or incurring any material liability to such Multiemployer Plan or any
other Person.



     Section 3.17. Environmental Matters. Except as set forth in Schedule 3.17:



     (a) There has not been a Release or threatened Release of Hazardous Materials at, on, under or
around the properties currently owned or currently or formerly operated by any Loan Party (the
“Properties”) in amounts or concentrations which (i) constitute or constituted a violation
of Environmental Laws, except as could not reasonably be expected to have a Material Adverse
Effect; (ii) could reasonably be expected to give rise to an Environmental Claim which, in any such
case or in the aggregate, is reasonably likely to result in a Material Adverse Effect; or (iii)
could reasonably be expected to impair materially the fair saleable value of any material currently
owned Property;



     (b) The Properties and all operations of the Loan Parties are in compliance, and in the last
five years have been in compliance, with all Environmental Laws, and all necessary Environmental
Permits required to be obtained by Holdings and its Subsidiaries have been obtained and are in
effect, except to the extent that such non-compliance or failure to obtain any necessary permits,
in the aggregate, are not reasonably likely to result in a Material Adverse Effect;



     (c) None of the Loan Parties has received any written notice of an Environmental Claim in
connection with the Properties or the operations of any Borrower or the Subsidiaries or with regard
to any Person whose liabilities for environmental matters any Loan Party has retained or assumed,
in whole or in part, contractually, by operation of law or otherwise, which, in either such case or
in the aggregate, is reasonably likely to result in a Material Adverse Effect;



     (d) Hazardous Materials have not been transported from the Properties, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on, under or around any of the
Properties in a manner that could reasonably be expected to give rise to liability to any Loan
Party under any Environmental Law, nor have any of the Loan Parties retained or assumed any
liability, contractually, by operation of law or otherwise, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which, in each case, individually or in the
aggregate, is reasonably likely to result in a Material Adverse Effect; and



     (e) No Lien in favor of any Governmental Authority for (i) any liability under any
Environmental Law or (ii) damages arising from or costs incurred by such Governmental Authority in
response to a Release or threatened Release of Hazardous Materials into the Environment has been
recorded with respect to currently owned or leased properties except for Permitted Liens.



     Section 3.18. [Intentionally Omitted].



     Section 3.19. Security Documents.



     (a) The Pledge Agreement is effective to create in favor of the Administrative Agent, for the
ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in 100% of
the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by



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Holdings, the Borrowers or any other Subsidiary (other than the Capital Stock of Service
America Corporation-National Business Services Enterprises Joint Venture and Service America
Corporation — Service Systems Associates, Centerplate Hospitality Venture, Enovo Restaurant
Ventures LLC and HTR Pentagon LLC), and 65% of the issued and outstanding Capital Stock of all
First Tier Foreign Subsidiaries owned by Holdings, the Borrowers or any Domestic Subsidiary and,
when the Pledged Stock, together with duly executed stock transfer powers, is delivered to the
Administrative Agent (or, as applicable in the case of Capital Stock of Foreign Subsidiaries, the
requisite filings or registrations are made), the Pledge Agreement will constitute a fully
perfected first priority Lien on, and security interest in, all right, title and interest of the
pledgors thereunder in such Pledged Stock, in each case prior and superior in right to any other
Person.




     (b) The Security Agreement is effective to create in favor of the Administrative Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Security Agreement) subject thereto and, when financing statements in
appropriate form are filed in the offices specified on the schedules to the Security Agreement, the
Security Agreement will constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in such Collateral, to the extent contemplated
therein and subject to Section 9-315 of the UCC, and the proceeds thereof, in each case prior and
superior in right to any other Person, other than with respect to Permitted Liens; it being
understood that the Borrowers and their Subsidiaries shall not be required to grant a Lien under
the Loan Documents on any Excluded Property (as such term is defined in the Security Agreement).



     (c) The Intellectual Property Security Agreement is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral (as defined in the Intellectual Property Security
Agreement), and when financing statements in appropriate form are filed in the offices specified on
the schedules to the Security Agreement and the Intellectual Property Security Agreement is filed
in the United States Patent and Trademark Office and the United States Copyright Office, the
Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such Collateral and, to the
extent contemplated therein and subject to Section 9-315 of the UCC, the proceeds thereof, in each
case prior and superior in right to any other Person, other than with respect to the rights of
Persons pursuant to Permitted Liens, it being understood that (i) subsequent recordings in the
United States Patent and Trademark Office and the United States Copyright Office may be necessary
to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the
Loan Parties after the date hereof, and (ii) the Loan Parties shall not be required to make any
filings or recordings with any Governmental Authority outside of the United States, or to take any
other action in any country outside of the United States with respect to any foreign Intellectual
Property registered under the laws of any foreign country.



     (d) Each Control Agreement is effective to create in favor of the Administrative Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in
each deposit account of a Loan Party covered thereby, which security interest constitutes a fully
perfected Lien on and security interest in all right, title and interest of the grantors thereunder
in such accounts to the extent contemplated therein and subject to Section



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9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other
Person, other than with respect to Permitted Liens.




     Section 3.20. Labor Matters. Except as set forth in Schedule 3.20, there are no
strikes, lockouts or slowdowns pending or threatened against any Loan Party as of the Restatement
Effective Date. After the Restatement Effective Date, there are no strikes, lockouts or slowdowns
pending or threatened against any Loan Party which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments
made to employees of any Loan Party have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such matters, except as could not
reasonably be expected to result in a Material Adverse Effect. All material payments due from any
Loan Party or for which any claim may be made against such Loan Party, the Borrowers or any
Subsidiary, on account of wages and employee health and welfare insurance and other benefits have
been paid or accrued as a liability on the books of the relevant Loan Party to the extent required
by GAAP, except as could not reasonably be expected to result in a Material Adverse Effect. The
consummation of the Related Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement to which any Loan
Party (or any predecessor) is a party or by which any Loan Party (or any predecessor) is bound.



     Section 3.21. Insurance. Schedule 3.21 sets forth a true, complete and correct
description of all insurance maintained by or for the benefit of the Loan Parties as of the
Restatement Effective Date. As of such date, such insurance is in full force and effect and all
premiums have been duly paid. The Loan Parties have insurance in such amounts and covering such
risks and liabilities (and with such deductibles and exclusions) as are in accordance with normal
industry practice.



     Section 3.22. Solvency. (a) Immediately after the consummation of the Related
Transactions to occur on the Restatement Effective Date and immediately following the making of any
Loan on the Restatement Effective Date (and the application of the proceeds of such Loan) and the
repayment of any Loans on the Restatement Effective Date, (i) the fair value of the assets of the
Loan Parties on a consolidated basis, at a fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of the Loan Parties on a consolidated basis; (ii) the
present fair saleable value of the property of the Loan Parties on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of the Loan Parties on
a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (iii) the Loan Parties on a
consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties on
a consolidated basis will not have unreasonably small capital with which to conduct the businesses
in which they are engaged as such businesses are conducted and are proposed to be conducted on and
after the Restatement Effective Date.



     (b) None of Holdings or any Borrower intends to, none will permit any Subsidiary to, and none
believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they
mature, taking into account the timing of and amounts of cash to be received by it or any



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such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.



     Section 3.23. Subordinated Debt. This Agreement, and all amendments, restatements,
supplements, modifications, replacements, restructurings, increases, refinancings and refundings
hereof, insofar as the same shall evidence the Revolving Loans, the Swingline Loans and any
reimbursement obligations in respect of any drawn Letters of Credit hereunder, shall constitute the
“Credit Agreement” within the meaning of the Holdings Subordinated Note Documents This Agreement,
together with each of the other Loan Documents and all amendments, restatements, supplements,
modifications, replacements, restructurings, increases, refinancings and refundings hereof and
thereof, insofar as the same shall evidence the Revolving Loans, the Swingline Loans and any
reimbursement obligations in respect of any drawn Letters of Credit hereunder, shall constitute
“Senior Credit Documents” within the meaning of the applicable Holdings Subordinated Note
Documents. The Revolving Loans (including without limitation, the Revolving Loans incurred after
the Restatement Effective Date), the Swingline Loans and any reimbursement obligations in respect
of any drawn Letters of Credit hereunder constitute “Senior Lender Indebtedness” within the meaning
of the Holdings Subordinated Note Documents. The Term Loans constitute “Senior Indebtedness”
within the meaning of the Holdings Subordinated Note Documents. The Revolving Loans, the Swingline
Loans and any reimbursement obligations in respect of any drawn Letters of Credit hereunder and the
Term Loans constitute “Designated Senior Indebtedness” within the meaning of the Holdings
Subordinated Note Documents, and the holders thereof from time to time shall be entitled to all of
the rights of a holder of “Designated Senior Indebtedness” pursuant to the Holdings Subordinated
Note Documents.



     Section 3.24. Material Contracts. Schedule 3.24 sets forth a list of material
contracts with customers of Holdings or any of its Subsidiaries that has produced annual revenue
for Holdings or any of its Subsidiaries in excess of $5,000,000 during 12-month period ended
January 2, 2008 (referred to herein as the “List of Material Contracts”). The List of
Material Contracts as of the Restatement Effective Date is a true, correct and complete list of all
Material Contracts, and, as of the Restatement Effective Date, all such material contracts are in
full force and effect and no material defaults currently exist thereunder. Borrowers have
furnished to the Administrative Agent copies of all contracts identified on the List of Material
Contracts prior to the Restatement Effective Date.



     Section 3.25. Non-Guarantor Expenditures. As of the Restatement Effective Date, the
investments by any Loan Party in Foreign Subsidiaries, Non-Wholly Owned Entities, including without
limitation loans, advances and leases of assets or property and all other Non-Guarantor
Expenditures, are described on Schedule 3.25.



     Section 3.26. Capital Stock; Interest in Non-Wholly-Owned Entities. As of the
Restatement Effective Date, Schedule 3.26 sets forth a complete and accurate list describing the
authorized Capital Stock of, as well as the record and beneficial ownership thereof, Holdings, the
Borrowers and each of their Subsidiaries. As of the Restatement Effective Date, no
Non-Wholly-Owned Entities exist other than (i) Service America Corporation-Service System
Associates, a joint venture formed pursuant to the Connecticut Uniform Partnership Act, (ii)
Service America-National Business Services Enterprises Joint Venture, a joint venture formed



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pursuant to the District of Columbia Uniform Partnership Act, (iii) a joint venture between
Service America Corporation and AH Star LTD, pursuant to an existing oral agreement between the
parties, (iv) Centerplate Hospitality Venture, a joint venture formed pursuant to Connecticut law,
(v) Enovo Restaurant Ventures LLC, a limited liability company formed pursuant to Delaware law, (v)
HTR Pentagon LLC, a limited liability company formed pursuant to Virginia law. As of the
Restatement Effective Date, Service America Corporation, a Delaware corporation, has (i) a fifty
percent (50%) interest in Service America Corporation-Service System Associates, a joint venture
formed pursuant to the Connecticut Uniform Partnership Act, (ii) a sixty percent (60%) interest in
Service America-National Business Services Enterprises Joint Venture, a joint venture formed
pursuant to the District of Columbia Uniform Partnership Act, and (iii) a joint venture between
Service America Corporation and AH Star LTD, pursuant to an existing oral agreement between the
parties. As of the Restatement Effective Date, Volume Services, Inc., a Delaware corporation, has
(i) a sixty-five percent (65%) interest in Centerplate Hospitality Venture, a joint venture formed
pursuant to Connecticut law, and (ii) a fifty-one percent (51%) interest in Enovo Restaurant
Ventures LLC, a limited liability company formed pursuant to Delaware law. In addition, as of the
Restatement Effective Date, Enovo Restaurant Ventures LLC has a one hundred percent (100%) interest
in HTR Pentagon LLC, a limited liability company formed pursuant to Virginia law.



     Section 3.27. Brokers. Except as disclosed on Schedule 3.27 to this Agreement, prior
the Restatement Effective Date, no broker or finder brought about the obtaining, making or closing
of the Loans or the Related Transactions, and no Loan Party or Affiliate thereof has any obligation
to any Person in respect of any finder’s or brokerage fees in connection therewith.



     Section 3.28. Intellectual Property. As of the Restatement Effective Date, each Loan
Party owns or has rights to use all Intellectual Property necessary to continue to conduct its
business as now or heretofore conducted by it or proposed to be conducted by it, and each Patent,
Trademark, Copyright and License is listed, together with application or registration numbers, as
applicable, in Schedule 3.28. Each Loan Party conducts its business and affairs without
infringement of or interference with any Intellectual Property of any other Person in any material
respect. Except as set forth in Schedule 3.28, no Loan Party is aware of any infringement claim by
any other Person with respect to any Intellectual Property.



     Section 3.29. Deposit and Disbursement Accounts. Schedule 3.29 lists all banks and
other financial institutions at which any Loan Party maintains deposit or other accounts as of the
Restatement Effective Date, including the Disbursement Account, and such Schedule correctly
identifies the name, address and telephone number of each depository, the name in which the account
is held, a description of the purpose of the account, and the complete account number therefor.



     Section 3.30. Government Contracts. Except as set forth in Schedule 3.30, as of the
Restatement Effective Date, no Loan Party is a party to any contract or agreement with any
Governmental Authority, and no Loan Party’s Accounts are subject to the Federal Assignment of
Claims Act (31 U.S.C. Section 3727) or any similar state or local law, except in the case of any
contract or agreement with any Governmental Authority that has produced annual revenue for the
Holdings or any of its Subsidiaries of less than $2,000,000.



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     Section 3.31. Customer and Trade Relations. As of the Restatement Effective Date,
there exists no actual or, to the knowledge of any Loan Party, threatened termination or
cancellation of, or any material adverse modification or change in: the business relationship of
any Loan Party with any customer or group of customers whose purchases during the preceding 12
months caused them to be ranked, by EBITDA, among the ten largest customers of such Loan Party; or
the business relationship of any Loan Party with any supplier material to its operations.



     Section 3.32. Patriot Act. Each Loan Party is in compliance with the (a) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By
Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).
No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.



     Section 3.33. OFAC. No Loan Party (a) is a Person whose property or interest in
property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of
September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or
transactions prohibited by Section 2 of such executive order, or is otherwise associated with any
such Person in any manner violative of Section 2, or (c) is a Person on the list of Specially
Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any
other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.



     Section 3.34. Merger Agreement. Holdings has furnished to the Administrative Agent, a
true, complete and correct copy of the Merger Agreement (together with any and all amendments,
modifications and supplements thereto) as in effect on the date hereof.



ARTICLE IV




CONDITIONS OF LENDING AND EFFECTIVENESS OF THIS AGREEMENT




          The obligations of the Lenders to make any Loan or to incur any Letter of Credit Obligation
(each, a “Credit Event”), are subject to the satisfaction of the following conditions, in
each case on or after the Restatement Effective Date:




     Section 4.1. All Credit Events. On the date of each Borrowing or incurrence of any
Letter of Credit Obligation:



     (a) The Administrative Agent shall have received a notice of such Borrowing (or such notice
shall have been deemed given to extent expressly provided for in this Agreement) or, in the case of
the incurrence of any Letter of Credit Obligation, the Letter of Credit Issuer and



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the Administrative Agent shall have received a notice requesting the incurrence of such Letter
of Credit Obligation.



     (b) The representations and warranties set forth in each Loan Document shall be true and
correct in all material respects on and as of the date of such Borrowing or issuance of such Letter
of Credit Obligation, with the same effect as though made on and as of such date, except that (i)
to the extent such representations and warranties expressly is made as of an earlier date, in which
case, such representations and warranties shall be true and correct in all material respects as of
such earlier date, and (ii) to the extent any materiality qualifier is contained in any such
representations and warranties, such representations and warranties shall be accurate in all
respects on and as of the date of such Borrowing or issuance of such Letter of Credit Obligation;



     (c) At the time of and immediately after such Borrowing or incurrence of such Letter of Credit
Obligation, as the case may be, no Event of Default or Default shall have occurred and be
continuing.



Each Borrowing and each incurrence of a Letter of Credit Obligation shall be deemed to constitute,
as of the date thereof, (i) a representation and warranty by each Borrower on the date of such
Borrowing or incurrence, as the case may be, as to the matters specified in paragraphs (b) and (c)
of this Section 4.1, and (ii) a reaffirmation by the Borrowers of the cross-guaranty provisions set
forth in Section 9.21 and of the granting and continuance of Administrative Agent’s Liens, on
behalf of itself and the other Secured Parties, pursuant to the Security Documents.



     Section 4.2. Conditions Precedent to the Amendment and Restatement of the Existing Credit
Agreement. The amendment and restatement of the Existing Credit Agreement as contemplated by
Articles I through IX hereof shall become effective on and as of the date (the “Restatement
Effective Date”) upon which each of the following conditions precedent shall have been
satisfied, provided that such conditions are satisfied by no later than February 28, 2009
(or such later date as may be agreed to in writing by the Administrative Agent and the Required
Lenders) as provided in Section 10.1(b) hereof, and provided further that the
provisions of Sections 5.4)(q), 5.4(r) and 5.19 shall become effective immediately upon the
satisfaction of the condition precedent specified in Section 4.2(a):



     (a) the Administrative Agent shall have received counterparts of this Agreement, duly
executed, completed and delivered by Borrowers, Holdings, the Administrative Agent and each of the
Lenders;



     (b) the Administrative Agent shall have received counterparts of the Omnibus Amendment, duly
executed, completed and delivered by Borrowers, Holdings, the other Loan Parties and the
Administrative Agent;



     (c) the Administrative Agent shall have received (i) the GECC Fee Letter, duly executed and
delivered by the Borrowers and Holdings to the Administrative Agent, (ii) payment for its own
account of all fees and other amounts due and payable on or prior to the Restatement Effective
Date, including, all fees and expenses required to be paid to the Administrative Agent on the
Restatement Effective Date pursuant to the GECC Fee Letter and, (iii) reimbursement or



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payment of all out of pocket fees and expenses (including, without limitation, reasonable fees
and expenses of counsel to the Administrative Agent) incurred by the Administrative Agent in
connection with the negotiation, documentation and consummation of this Agreement and the other
Loan Documents and Related Transaction Documents executed in connection herewith and therewith and
the transactions contemplated hereby and thereby, including, without limitation, payment of all
reasonable legal fees and expenses of Kilpatrick Stockton LLP, as counsel to the Administrative
Agent, incurred by the Administrative Agent in connection with the negotiation and documentation of
this Agreement, the other Loan Documents, the Related Transaction Documents and the consummation of
the transactions contemplated thereby;



     (d) the Administrative Agent shall have received payment from Borrowers of the Restatement Fee
for the account of the Lenders that have duly executed and delivered a counterpart of this
Agreement to the Administrative Agent on or prior to 1:00 P.M. (New York time) on December 23,
2008;



     (e) the Administrative Agent shall have received, on behalf of itself, the Lenders and the
Letter of Credit Issuer, favorable written opinions from Ropes & Gray LLP (and/or other outside
counsel to Holdings and Borrowers reasonably satisfactory to the Administrative Agent), in
customary form and substance reasonably satisfactory to Agent and its counsel, covering the
following matters (subject to customary assumptions and qualifications): (i) due organization,
valid existence and good standing of the Loan Parties; (ii) due authorization, execution and
delivery by the Loan Parties of this Agreement and the other Loan Documents; (iii) no conflicts
with laws, organizational documents and certain specified agreements (including, without
limitation, no conflicts with the Holdings Subordinated Note Documents); (iv) enforceability of the
Loan Documents; (v) enforceability and continued perfection of Liens in favor of the Administrative
Agent; (vi) after giving effect to this Agreement and the Indenture Modification and Noteholder
Consent, that the Revolving Loans (including, without limitation, the Revolving Loans incurred
after the Restatement Effective Date), the Swingline Loans and any reimbursement obligations in
respect of any drawn Letters of Credit constitute “Senior Lender Indebtedness” within the meaning
of the Holdings Subordinated Note Documents; (vii) after giving effect to this Agreement and the
Indenture Modification and Noteholder Consent, that the Term Loans constitute “Senior Indebtedness”
within the meaning of the Holdings Subordinated Note Documents; that the Revolving Loans, the
Swingline Loans and any reimbursement obligations in respect of any drawn Letters of Credit
hereunder and the Term Loans constitute “Designated Senior Indebtedness” within the meaning of the
Holdings Subordinated Note Documents; (viii) the Merger has been duly authorized by Holdings’ Board
of Directors and shareholders, and has become legally effective in accordance with its terms; (ix)
the consummation of the Tender Offer, the Merger and the Indenture Modification and Noteholder
Consent do not violate or conflict with the terms of the Holdings Subordinated Note Indenture; and
(x) such other matters that are customary for credit facilities of this type;



     (f) the Merger Agreement as furnished to the Administrative Agent on or prior to the date of
this Agreement has not been amended, waived, modified or supplemented, except for any such
amendments, waivers, modifications or supplements that (i) are immaterial in nature or (ii) have
been approved in writing by the Administrative Agent. The representations and warranties relating
to the Loan Parties set forth in the Merger Agreement as in effect on the date of this Agreement
(without giving effect to any waiver, amendment or other modification effected



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without the prior written consent of the Administrative Agent) shall be true and correct as of
the Restatement Effective Date, but only to the extent a breach or failure of any such
representations and warranties to be true and correct permits KPLT Holdings, Inc. and KLPT
Mergerco, Inc. to terminate their obligations under the Merger Agreement as in effect on the date
hereof (disregarding for purposes of determining any such right of termination, any cure period
relating to any such representation or warranty that has not expired prior to the Restatement
Effective Date);



     (g) the Tender Offer shall have been consummated on or prior to February 28, 2009 (or such
later date as may be agreed to in writing by the Administrative Agent and the Required Lenders),
and in connection therewith, Holdings shall have repurchased (or irrevocably have deposited funds
with the Tender Offer exchange agent in the amount necessary for the repurchase of), from the
proceeds of the Cash Equity Contribution, and not from the proceeds of any Revolving Loans, at
least 50.1% of the outstanding aggregate principal amount of the Holdings Subordinated Notes,
together with all accrued and unpaid interest thereon and any premiums or prepayment fees required
to be paid in connection with the repurchase of such principal amount of Holdings Subordinated
Notes;



     (h) (i) the Merger shall have been consummated on or prior to February 28, 2009 (or such later
date as may be agreed to in writing by the Administrative Agent and the Required Lenders), and
after giving effect thereto Holdings shall be the survivor of the Merger and KPLT Holdings, Inc., a
Delaware corporation (or an Affiliate thereof) will be the sole shareholder of all of the
outstanding Capital Stock of Holdings, and (ii) the Administrative Agent shall have received from
Borrowers a copy of the certificate of incorporation (together with any and all amendments thereto
or restatements thereof) of Holdings as in effect immediately following the consummation of the
Merger, together with a good standing certificate of Holdings, each as certified by the Secretary
of State of the State of Delaware;



     (i) (i) on or prior to the consummation of the Merger, the Indenture Modification and
Noteholder Consent, which must satisfy all of the terms and conditions as described above in the
definition of such term, shall have been approved by Persons owning not less than 50.1% of the
outstanding aggregate principal amount of the Holdings Subordinated Notes, (ii) on and immediately
after giving effect to the consummation of the Merger and the Tender Offer, no “Default” or “Event
of Default” (as such terms are defined in the Holdings Subordinated Note Indenture) shall exist or
result therefrom, and (iii) the Administrative Agent shall have received a copy of the fully
executed Merger Agreement (together with certified copies of any and all other Merger Documents),
and the Indenture Modification and Noteholder Consent, and the Tender Offer Documents, each
certified as true, correct and complete by a duly authorized officer of Holdings;



     (j) after giving effect to the Indenture Modification and Noteholder Consent (i) the Holdings
Subordinated Notes shall continue to be subordinated in right of payment to the Obligations
pursuant to the terms of the Holdings Subordinated Note Documents (as in effect on the Original
Closing Date) and (ii) none of the provisions of Article 10 of the Holdings Subordinated Note
Indenture (or any defined terms used therein) shall have been modified or amended in any manner,
and shall remain in full force and effect, as in effect on the Original Closing Date;



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     (k) no Default or Event of Default under Section 7.1(d) as a result of a violation of Section
5.4(q), 5.4(r) or 5.19 or under Section 7.1(g) or (h) shall exist immediately prior to or after
giving effect to the consummation of the Related Transactions; provided, however,
that, nothing contained in this Section 4.2(k) or in any other provision of this Agreement is
intended to or shall be construed as waiving any Default or Event of Default that exists on or
immediately after giving effect to the Restatement Effective Date or any rights and remedies of the
Administrative Agent and Lenders with respect to any such existing Default or Event of Default;



     (l) the representations and warranties set forth in (and only those set forth in) Sections
3.1(a), 3.1(b), 3.2(a), 3.2(b)(i)(A)(2), 3.3, 3.9(a)(i) (but only to the extent such actions, suits
or proceedings at law or equity by or before a Governmental Authority as referenced therein have
resulted in the issuance of a valid injunction or court order blocking or staying the consummation
or effectiveness of the Merger or the Tender Offer), 3.11, 3.12, 3.19, 3.22, 3.23, 3.27, 3.32, 3.33
and 3.34 shall be true and correct in all material respects;



     (m) the Administrative Agent shall have received from Borrowers a certificate, dated the
Restatement Effective Date and signed by a Financial Officer of and on behalf of the Borrowers,
certifying as to the satisfaction of all of the conditions set forth in paragraphs (f), (g), (h),
(i), (j), (k), (l) and (u) of this Section 4.2, together with copies of any other documents,
instruments, certificates and any other information, in each case, as the Administrative Agent may
reasonably request from Holdings or Borrowers in connection with the Related Transactions;



     (n) the Administrative Agent shall have received payment from Borrowers of not less than
$25,000,000 in immediately available funds, to be applied as a voluntary prepayment of the Term
Loan, ratably in proportion to each such Term Lender’s respective Applicable Percentage of the
aggregate outstanding principal balance of the Term Loan as of the Restatement Effective Date;



     (o) the Administrative Agent shall have received payment from Borrowers of not less than
$22,500,000 in immediately available funds, to be applied as a voluntary prepayment of the
Revolving Loan, applied ratably in proportion to each such Revolving Lender’s respective Applicable
Percentage of the aggregate outstanding principal balance of the Revolving Loan; provided, however,
that such prepayment shall not reduce or terminate the Revolving Credit Commitment;



     (p) the Administrative Agent shall have received (i) a certificate as to the good standing of
each Loan Party as of a recent date from the Secretary of State of the State where such Loan Party
is organized and from the Secretaries of State of each other jurisdiction where such Loan Party is
required to be qualified to do business as a foreign corporation and a failure to be so qualified
would not reasonably be expected to result in a Material Adverse Effect; (ii) a copy of the
certificate or articles of incorporation, including all amendments thereto, of each Loan Party,
certified as of the Restatement Effective Date by the Secretary of State of the State where such
Loan Party is organized; and (iii) a certificate of the Secretary or Assistant Secretary of each
Loan Party dated the Restatement Effective Date and certifying (A) that attached thereto is a true
and complete copy of the certificate or articles of incorporation, including all amendments
thereto, of such Loan Party as in effect on the Restatement Effective Date and at all



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times prior to the date of the resolutions described in clause (C) below, (B) that attached
thereto is a true and complete copy of the by laws of such Loan Party as in effect on the
Restatement Effective Date and at all times since a date prior to the date of the resolutions
described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions
or other authorizing action duly adopted by the Board of Directors of such Loan Party authorizing
the execution, delivery and performance of this Agreement and the other Loan Documents to which
such Loan Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in full force and effect, (D)
that the certificate or articles of incorporation or formation documents of such Loan Party have
not been amended except as attached to such certificate, and (E) as to the incumbency and specimen
signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party; (iv) a certificate of another officer as to the incumbency
and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant
to (ii) above; (v) evidence satisfactory to the Administrative Agent and the Lenders that the
certificate or articles of incorporation of each Loan Party in effect on the Restatement Effective
Date have been filed with the respective Secretaries of State where such Loan Party is organized;
and (vi) such other documents as the Administrative Agent or counsel for the Administrative Agent
may reasonably request;



     (q) the Security Agreement and the Intellectual Property Security Agreement shall be in full
force and effect on such date, and each document (including each Uniform Commercial Code financing
statement) required by 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 valid, legal and perfected first priority security interest in and Lien on
the Collateral described in each such agreement (subject to any Permitted Lien) shall have been
delivered to the Administrative Agent, and all promissory notes and instruments (including the
Borrower Intercompany Note) of the Loan Parties shall have been endorsed in blank and delivered to
the Administrative Agent;



     (r) the amended and restated Term Notes, the Revolving Notes and the Swingline Note shall have
been duly issued, executed and delivered by the Borrowers to the Administrative Agent with respect
to each Lender that has requested an amended and restated Term Note, Revolving Note or Swingline
Note, as applicable;



     (s) the Control Agreements required to be executed by the Loan Parties pursuant to this
Agreement and the Loan Documents (including Section 5.17 hereof) shall be in full force and effect
on such date with respect to the deposit and investment accounts of the Loan Parties, including,
without limitation (i) the Concentration Account, (ii) the Disbursement Account into which proceeds
of Loans are funded and (iii) the Blocked Accounts maintained by the Loan Parties with
Concentration Account Bank and Relationship Banks;



     (t) the Pledge Agreement shall be in full force and effect, and 100% of the issued and
outstanding Capital Stock of the Borrowers and all Domestic Subsidiaries owned by Holdings, the
Borrowers or any other Subsidiary (other than the Capital Stock of Service America/National
Business Services Enterprises Joint Venture and Service America Corporation Service Systems
Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign
Subsidiaries owned by Holdings, the Borrowers or any Domestic Subsidiary shall have been duly



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and validly pledged thereunder to the Administrative Agent for the ratable benefit of the
Secured Parties and certificates representing such shares, accompanied by instruments of transfer
and stock powers endorsed in blank, shall be in the actual possession of the Administrative Agent;



     (u) after giving effect to the Related Transactions, (i) none of the Loan Parties shall have
any preferred stock outstanding (other than preferred stock owned by Loan Parties and pledged
pursuant to the Pledge Agreement) or any Indebtedness other than the Obligations and guarantees
thereof and Indebtedness otherwise permitted under Section 6.1, and (ii) Holdings shall have
outstanding no equity interest or Indebtedness other than its Capital Stock and the Holdings
Subordinated Notes; and



     (v) the Administrative Agent shall have received a solvency certificate from the chief
financial officer, certifying as to the solvency of the Loan Parties on a consolidated basis after
giving effect to the consummation of the Related Transactions on the Restatement Effective Date.



ARTICLE V




AFFIRMATIVE COVENANTS




          Each of Holdings and the Borrowers covenants and agree with each Lender and the Administrative
Agent that so long as this Agreement shall remain in effect and until the Termination Date each of
Holdings and the Borrowers will, and will cause each of their Subsidiaries to:



     Section 5.1. Existence; Businesses and Properties. (a) Do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence, except
for the liquidation or dissolution of Subsidiaries, if the assets of such Subsidiaries, to the
extent they exceed estimated liabilities, are acquired by a Borrower or a Subsidiary in such
liquidation or dissolution, provided that Subsidiaries that are Guarantors may not be liquidated
into Subsidiaries that are not Guarantors.



     (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in
full force and effect the rights, licenses, permits, franchises, authorizations, patents,
copyrights, trademarks and trade names material to the conduct of its business; comply in all
material respects with all material applicable laws, rules, regulations (including any
Environmental Law) and orders of any Governmental Authority, whether now in effect or hereafter
enacted; and at all times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and from time to time
make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in connection therewith, if
any, may be properly conducted at all times (in each case except as expressly permitted by this
Agreement).



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     Section 5.2. Insurance.



     (a) Coverage. Keep its insurable properties insured at all times by financially sound
and reputable insurers (having a minimum A.M. Best rating of A:X or as may be otherwise agreed by
the Administrative Agent) against such risks, in such amounts and with terms, conditions, limits
and deductibles as is customary for companies of the same or similar size in the same or similar
businesses as the Borrowers and the Subsidiaries, including general liability insurance against
claims for personal injury or death or property damage occurring upon, in, about or in connection
with the use of any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law or any other Loan Document, provided that without
limiting the foregoing insurance requirements, the Borrowers and their Subsidiaries shall at all
times on and after the Restatement Effective Date and prior to the Termination Date maintain
general liability, excess and umbrella liability coverage of not less than $75,000,000 in the
aggregate. On or prior to the Restatement Effective Date, the Borrowers shall furnish to the
Administrative Agent a schedule of insurance evidencing compliance with this Section 5.2(a),
together with a certificate of a Responsible Officer, certifying that such schedule is true,
correct and complete. On an annual basis after the Restatement Effective Date, no later than the
time for delivery of Borrowers’ financial statements under Section 5.4(c), Borrowers shall deliver
to the Administrative Agent an updated schedule of insurance in the same or substantially similar
form as the schedule of insurance referred to in the immediately preceding sentence, together with
a certificate of a Responsible Officer, certifying that such schedule is true, correct and
complete.



     (b) Endorsements. The Borrowers shall cause all insurance policies carried and
maintained in accordance with Section 5.2(a) to be endorsed as follows:




     (i) The Administrative Agent and the Secured Parties shall be loss payee as respects
the property policies required to be maintained pursuant to Section 5.2(a). Administrative
Agent and the Secured Parties shall be additional insureds as respects the liability and
casualty policies required to be maintained pursuant to Section 5.2(a). It shall be
understood that any obligation imposed upon the Borrowers, including but not limited to the
obligation to pay premiums, shall be the sole obligation of the Borrowers and not that of
the Administrative Agent and Secured Parties. The foregoing shall not limit the right of
the Loan Parties to name third parties as loss payees and/or additional insureds under such
property and liability policies to the extent required under the Service Contracts; and




     (ii) With respect to property and casualty policies required to be maintained pursuant
to Section 5.2(a), the interests of the Administrative Agent and the Secured Parties shall
not be invalidated by any action or inaction of the Loan Parties or any other Person, and
shall insure Administrative Agent and the Secured Parties regardless of any breach or
violation by Borrowers or any other Person, of any warranties, declarations or conditions of
such policies; and,




     (iii) Inasmuch as the liability policies required to be maintained pursuant to Section
5.2(a) are written to cover more than one insured, all terms, conditions, insuring
agreements and endorsements, with the exception of the limits of liability, shall operate in
the same manner as if there were a separate policy covering each insured; and,



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     (iv) The insurers thereunder shall waive all rights of subrogation against the
Administrative Agent and the Secured Parties, any right of setoff or counterclaim, and any
other right to deduction, whether by attachment or otherwise; and,




     (v) Such insurance shall be primary without right of contribution of any other
insurance carried by or on behalf of the Administrative Agent and the Secured Parties; and,




     (vi) If such insurance is canceled for any reason whatsoever, including nonpayment of
premium, or any changes are initiated by the Borrowers or the carrier which affect the
interests of the Administrative Agent and Secured Parties, such cancellation or change shall
not be effective as to Administrative Agent and the Secured Parties until 30 days (ten (10)
days in the case of non-payment of premium) after receipt by the Administrative Agent of
written notice sent by registered mail from such insurer.



     (c) Certifications. On the Restatement Effective Date, and at each policy renewal,
but not less than annually, the Borrowers shall provide to the Administrative Agent a certification
from each insurer or by an authorized representative of each insurer. Such certification shall
identify the underwriters, the type of insurance, the limits, deductibles, and term of the
insurances required to be maintained pursuant to Section 5.2(a) and shall specifically list the
special provisions delineated in subsection (b) above for such insurance required for this Section
5.2. The Administrative Agent shall have received on or within thirty (30) days after the
Restatement Effective Date, updated copies of, or an insurance broker’s or agent’s updated
certificate as to coverage under, the insurance policies required by Section 5.2(b) and the
applicable provisions of the Security Documents, each of which shall be endorsed or otherwise
amended to include a “standard” or “New York” lender’s loss payable endorsement and to name the
Administrative Agent as additional insured, in form and substance reasonably satisfactory to the
Administrative Agent.



     (d) Insurance Report. Concurrently with the furnishing of all certificates referred
to in this Section 5.2, the Borrowers shall furnish Administrative Agent with a letter from an
independent insurance broker, acceptable to Administrative Agent, stating that (i) all premiums
then due by the Borrowers have been paid, (ii) in the opinion of such broker, the insurance then
maintained by the Loan Parties is in compliance with this Section 5.2, (iii) the endorsements in
subsection (b), above, have been or shall soon be, endorsed to the Borrowers’ relevant insurance
policies and (iv) upon its first knowledge, such broker shall advise the Administrative Agent
promptly in writing of any default in the payment of any premiums or any other act or omission, on
the part of any Person, which might invalidate or render unenforceable, in whole or in part, any
insurance provided by the Borrowers hereunder.



     (e) General. Upon request, Borrowers shall furnish the Administrative Agent with
copies of all insurance policies, binders and cover notes or other evidence of such insurance.
Notwithstanding anything to the contrary herein, no provision of this Section 5.2 or any provision
of this Agreement shall impose on the Administrative Agent any duty or obligation to verify the
existence or adequacy of the insurance coverage maintained by the Loan Parties, nor shall the
Administrative Agent be responsible for any representations or warranties made by or on behalf of
the Loan Parties to any insurance broker, company or underwriter. The



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Administrative Agent, at its sole option, may obtain such insurance if not provided by the
Loan Parties and otherwise required to be maintained pursuant to Section 5.2(a), and in such event,
the Borrowers shall reimburse the Administrative Agent upon demand for the cost thereof together
with interest.



     (f) Claims. Each Loan Party irrevocably makes, constitutes and appoints
Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as
such Loan Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling
and adjusting claims under such “All Risk” policies of insurance, endorsing the name of such Loan
Party on any check or other item of payment for the proceeds of such “All Risk” policies of
insurance and for making all determinations and decisions with respect to such “All Risk” policies
of insurance, provided that the Administrative Agent shall not exercise any rights or powers with
respect to the foregoing appointment in this Section unless and until an Event of Default has
occurred and is continuing. The Administrative Agent shall have no duty to exercise any rights or
powers granted to it pursuant to the foregoing power-of-attorney.



     Section 5.3. Taxes. Pay and discharge promptly when due all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all lawful claims for
labor, materials and supplies or otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and discharge
shall not be required with respect to any such tax, assessment, charge, levy or claim so long as
the validity or amount thereof shall be contested in good faith by appropriate proceedings and the
affected Loan Party or a Subsidiary of such Loan Party, shall have set aside on its books adequate
reserves with respect thereto in accordance with U.S. GAAP.



     Section 5.4. Financial Statements, Reports, etc. In the case of the Borrowers,
furnish to the Administrative Agent and each Lender:



     (a) Within 30 days after the end of each Monthly Fiscal Period (the “Reported Month”),
and in any event no less than three (3) Business Days prior to the Subordinated Note Interest
Payment Date in each calendar month, a Monthly Report substantially in the form of Exhibit A (the
“Monthly Report”) which shall include, among other things:




     (i) a monthly consolidated cash flow statement and a monthly consolidated balance sheet
for Holdings and its Subsidiaries for the Reported Month and year-to-date;




     (ii) a certification from the Borrowers of (A) EBITDA and Adjusted EBITDA for the
twelve Monthly Fiscal Periods ending on the last day of the Reported Month, (B) Available
Cash for such Reported Month, (C) interest on the Holdings Subordinated Notes and interest
on Deferred Subordinated Note Interest scheduled to be paid on the Subordinated Note
Interest Payment Date immediately following the required date of delivery for such Monthly
Report, (D) the aggregate outstanding amount of Deferred Subordinated Note Interest, if any,
and (E) Consolidated Service Contract Capital Expenditures for such Reported Month and
Cumulatively for the Annual Fiscal Period to-date;



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     (iii) a certification from the Borrowers of the amount of any Insurance Proceeds, Asset
Sale Proceeds, Debt Offering Proceeds, Unamortized Contract Value Proceeds and Equity
Offering Proceeds, in each case with respect to the Reported Month and where relevant, on a
cumulative annual basis;




     (iv) [reserved]




     (v) [reserved]




     (vi) confirmation from the Borrowers of the absence of a Default or Event of Default
or, if such a Default or Event of Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken with respect thereto; and




     (vii) confirmation from the Borrowers of the absence of any default or event of default
pursuant to the Holdings Subordinated Note Documents, or if such a default or event of
default has occurred, specifying the nature and extent thereof and any corrective action
proposed to be taken with respect thereto;



     (b) within 45 days after the end of each Quarterly Fiscal Period an unaudited consolidated
balance sheet and related statements of operations, cash flows and stockholders’ equity showing the
financial condition of the Loan Parties on a consolidated basis as of the close of such Quarterly
Fiscal Period and the consolidated results of their operations during such Quarterly Fiscal Period,
together with the corresponding consolidating statements prepared in a manner consistent with the
consolidating financial statements delivered to the Lenders prior to the Restatement Effective
Date, together with a computation from the Borrowers in reasonable detail demonstrating the
calculation of the Total Leverage Ratio, the Senior Leverage Ratio, the Interest Coverage Ratio and
the Fixed Charge Coverage Ratio and a certification from the Borrowers of compliance with the
financial covenants contained in Sections 6.10, 6.11, 6.12, 6.14, 6.15, 6.17, 6.18 and 6.25.



     (c) within 120 days after the end of each Annual Fiscal Period, a consolidated balance sheet
and related statements of operations, cash flows and stockholders’ equity showing the financial
condition of the Loan Parties on a consolidated basis as of the close of such Annual Fiscal Period
and the consolidated results of their operations during such Annual Fiscal Period, together with
the corresponding consolidating statements prepared in a manner consistent with the consolidating
financial statements delivered to the Lenders prior to the Restatement Effective Date, all audited
by independent certified public accountants acceptable to the Administrative Agent and accompanied
by an opinion of such accountants (which shall not be qualified in any material respect,
provided that disclosures by such accountants of changes in accounting principles shall not
be deemed such a qualification) to the effect that such consolidated financial statements fairly
present the financial condition and results of operations of the Loan Parties on a consolidated
basis in accordance with GAAP, together with a written discussion by management of annual results
compared to prior year results and management letters, if available;



     (d) if, as a result of any change in accounting principles and policies from those as in
effect on the date of this Agreement, the financial statements of the Loan Parties on a



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consolidated basis delivered pursuant to paragraph (a), (b) or (c) above will differ in any
material respect from the consolidated financial statements that would have been delivered pursuant
to such clauses had no such change in accounting principles and policies been made, then, together
with the first delivery of financial statements pursuant to paragraph (a), (b) or (c) above
following such change, a schedule prepared by a Financial Officer on behalf of Holdings and the
Borrowers reconciling such changes to what the financial statements would have been without such
changes;



     (e) simultaneously with the delivery of any financial statements pursuant to paragraph (b) or
(c) above, a balance sheet and related statements of operations, cash flows and stockholders’
equity for each unconsolidated Subsidiary for the applicable period;



     (f) as soon as available, but not later than 90 days after the end of each Fiscal Year, an
annual operating plan for the Borrowers, on a consolidated basis, approved by the Board of
Directors of the Borrowers, for the following Fiscal Year, which includes a statement of all of the
material assumptions on which such plan is based, together with updated monthly Projections for the
following year and updated annual Projections for the four year period commencing after such
following year, all prepared in a manner consistent with the manner in which annual operating plans
have previously been provided to the Administrative Agent prior to the Restatement Effective Date
(and in the case of cash flow projections, representing management’s good faith estimates of future
financial performance based on historical performance), and including plans for Capital
Expenditures;



     (g) promptly following the creation or acquisition of any Subsidiary, a certificate from
Responsible Officer identifying such new Subsidiary and the ownership interest of each of the
Borrowers and the Subsidiaries therein, which certificate shall further specify whether or not such
Subsidiary is required to become a Guarantor;



     (h) concurrently with the delivery of a Monthly Report with respect to the Monthly Fiscal
Period in which a Loan Party (x) has entered into any Service Contract or (y) has purchased, leased
or acquired all or any substantial part of the assets of any other Person involving Capital
Expenditures in excess of $7,500,000, a certificate from a Responsible Officer (i) identifying such
Service Contract or such purchase, lease or acquisition and confirming that it is a Permitted
Service Contract or Permitted Business Acquisition, as the case may be and (ii) in the case of a
Service Contract, providing (A) an estimate of the annual Capital Expenditures required to be made
over the life of such Service Contract, (B) an estimate of the annual revenues expected to be
generated from such Service Contract over the life of such Service Contract, and (C) an estimate of
the first Monthly Fiscal Period in which such revenues are expected to begin being generated from
such Service Contract;



     (i) promptly, a copy of all reports submitted in connection with any material interim or
special audit made by independent accountants of the books of Holdings, the Borrowers or any
Subsidiary;



     (j) within ninety (90) days after the beginning of each Annual Fiscal Period, an updated
version of the schedule of insurance policies delivered as Schedule 3.21;



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     (k) promptly, and in any event within three Business Days after any officer of any Borrower or
any of its Subsidiaries obtains knowledge thereof, notice of the occurrence of any event which
constitutes a default or an event of default under the Holdings Subordinated Note Documents;



     (l) promptly upon receipt thereof, and in any event within three Business Days, a copy of any
written notice received by any Loan Party or Subsidiary stating or alleging that (i) such Loan
Party or Subsidiary has breached its obligations under a Service Contract, (ii) any other event has
occurred that permits the early termination of a Service Contract or (iii) a Service Contract has
been terminated;



     (m) promptly, and in any event within three Business Days after any officer of any Borrower or
any of its Subsidiaries obtains knowledge thereof, (i) notice that any Service Contract has
terminated prior to its stated date of termination or has not been renewed following termination at
its stated date of termination, and (ii) if such Service Contract is a Significant Service Contract
or a Material Service Contract, a certificate of a Financial Officer of the Borrowers demonstrating
compliance with Section 6.9(e);



     (n) (i) promptly (and in any event within three Business Days) after any Loan Party enters
into any Service Contract (or any extension or renewal thereof) that contains any restrictions on
the granting of Liens on equipment owned by any Loan Party, provide written notice to the
Administrative Agent thereof, which notice shall include an estimate of the total Capital
Expenditures to be made or incurred by the Loan Parties after the Restatement Effective Date with
respect to any such Service Contracts that constitute New Client Service Contracts; (ii) promptly
provide the Administrative Agent with written notice of the total amount of Capital Expenditures
made or incurred by the Loan Parties after the Restatement Effective Date with respect to any such
Service Contracts that constitute New Client Service Contracts once expended, (iii) promptly (and
in any event within three Business Days) after any Non-Wholly-Owned Entity enters into any joint
venture agreement or joint venture arrangement (or any extension or renewal thereof) that contains
any restrictions on the granting of Liens on equipment owned by any Loan Party and purchased or
acquired with Permitted Non-Wholly-Owned Entity Capital Expenditures, provide written notice to the
Administrative Agent thereof, which notice shall include an estimate of the total Permitted
Non-Wholly-Owned Entity Capital Expenditures to be made or incurred by the Loan Parties after the
Restatement Effective Date with respect to any such joint venture agreement or joint venture
arrangement; (iv) promptly provide the Administrative Agent with written notice of the total amount
of Permitted Non-Wholly-Owned Entity Capital Expenditures made or incurred by the Loan Parties
after the Restatement Effective Date with respect to any such joint venture agreement or joint
venture arrangement of type referred to in the immediately preceding clause (iii) once expended,
and (v) promptly provide the Administrative Agent with any other information that the
Administrative Agent may reasonably request in order to verify compliance with the condition set
forth in clause (b) of the definition of Permitted Lien Restriction and clause (b) of the
definition of Permitted JV Lien Restriction;



     (o) promptly, from time to time, such other information and reports regarding the operations,
business affairs and financial condition of any Loan Party, the Collateral or compliance with the
terms of any Loan Document, or such consolidating financial statements, as



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in each case the Administrative Agent or any Lender, acting through the Administrative Agent,
may reasonably request; and



     (p) within 5 Business Days after receipt thereof by any Loan Party, copies of all management
letters, exception reports or similar letters or reports received by such Loan Party from its
independent certified public accountants;



     (q) promptly upon receipt or delivery thereof, and in any event within three (3) Business Days
after such receipt or delivery, a copy of any written notice (I) received by any Loan Party or
Subsidiary stating or alleging that (i) such Loan Party or Subsidiary has breached its obligations
under the Merger Agreement or the Holdings Subordinated Note Indenture, (ii) any of the conditions
precedent to the effectiveness of the Merger, the Tender Offer or the Indenture Modification and
Noteholder Consent have not been, or are incapable of being, timely satisfied at any time and for
any reason in accordance with the terms of the Merger Agreement, the Tender Offer or the Indenture
Modification and Noteholder Consent, as applicable, or (iii) any other event has occurred that
permits the termination of the Merger Agreement or of the Merger, or that permits the MergerSub or
Parent (under and as defined in the Merger Agreement) to not consummate the Merger, in each case,
unless the MergerSub and Parent (under and as defined the Merger Agreement) has agreed in a
writing, in form and substance satisfactory to Administrative Agent, to waive the effect of such
event and to consummate the Merger and related transactions in accordance with the terms of the
Merger Agreement, (II) received by any Loan Party of termination in respect of the Merger
Agreement, the Merger or the Tender Offer, or of any written amendment or modification of the
Merger Agreement entered into by any of the parties to the Merger Agreement, or (III) delivered by
any Loan Party to the MergerSub or Parent (under and as defined in the Merger Agreement) of
termination in respect of the Merger or the Merger Agreement; and



     (r) promptly, and in any event within one (1) Business Day thereof, (I) written notice of (i)
any withdrawal or termination by Holdings of the Tender Offer, (ii) any withdrawal or termination
by Holdings of the solicitation for approval of the Indenture Modification and Noteholder Consent
by requisite holders of Holdings Subordinated Notes, or (iii) any extension of the time for
acceptance of the Tender Offer by the holders of the Holdings Subordinated Notes, (II) written
notice and copies of any modifications to any material terms of the Tender Offer or any of the
documents evidencing the same, and (III) written notice and copies of any amendments or
modifications to the Indenture Modification and Noteholder Consent.



     Section 5.5. Litigation, Default and Other Notices. Promptly after any Responsible
Officer of any Loan Party obtains actual knowledge thereof, furnish to the Administrative Agent and
each Lender written notice of the following:



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



     (b) any Litigation commenced or threatened in writing against any Loan Party that (i) seeks
damages in excess of $3,000,000 or, if the amount of damages sought are not specified, in the
reasonable judgment of the Borrowers could result in liability in excess of $3,000,000, (ii) seeks
solely injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its



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assets or against any Loan Party or ERISA Affiliate in connection with any Plan and could
reasonably be expected to result in any liability on the part of any Loan Party or ERISA Affiliate
in excess of $250,000 individually or in the aggregate, (iv) alleges criminal misconduct by any
Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with,
any Environmental Claims and could reasonably be expected to result in any liability on the part of
any Loan Party in excess of $250,000 individually or in the aggregate or (vi) involves any product
recall; and



     (c) any other development specific to a Loan Party that is not a matter of general public
knowledge and that has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect; and



     (d) any loss, damage, or destruction to any item of tangible Collateral in the amount of
$250,000 or more, whether or not covered by insurance.



     Section 5.6. Employee Benefits. (a) Comply in all material respects with the
applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable
similar non-U.S. law, except to the extent that the failure to comply with this subsection would
not reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative
Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer
of Holdings, any Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable
Event (other than with respect to which the requirement of notice thereof to the PBGC is waived)
has occurred, a statement of a Financial Officer setting forth details as to such Reportable Event
and the action proposed to be taken with respect thereto, together with a copy of the notice, if
any, of such Reportable Event given to the PBGC, (ii) promptly (and in any event within 30 days)
after any Responsible Officer learns of receipt thereof, a copy of any notice that Holdings, any
Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to
terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered
an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a
trustee to administer any such Plan, (iii) within 30 days after the due date for filing with the
PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or
other payment with respect to a Plan, a statement of a Financial Officer setting forth details as
to such failure and the action proposed to be taken with respect thereto, together with a copy of
any such notice given to the PBGC, (iv) promptly (and in any event within 30 days) after the filing
of an application for a waiver of the minimum funding standard, and promptly (and in any event
within 30 days) after the grant of such a waiver, a statement of a Financial Officer setting forth
details as to such waiver, (v) promptly after any Responsible Officer learns thereof and in any
event within 30 days after receipt thereof by Holdings, any Borrower or any ERISA Affiliate from
the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, any Borrower or
any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination
that a Multiemployer Plan is, or is reasonably expected to be, terminated, insolvent or in
reorganization, in each case within the meaning of Title IV of ERISA, and (vi) promptly after any
Responsible Officer learns of any other event, transaction or condition that could reasonably be
expected to result in the incurrence of any liability by Holdings, any Borrower or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee pension benefit plans (as defined in Section 3(2) of ERISA), or in the



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imposition of any Lien on any of the rights, properties or assets of Holdings, any Borrower or
any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, a
statement of a Financial Officer setting forth the nature thereof and the action, if any, proposed
to be taken with respect thereto; provided that in the case of each of clauses (i) through (vi)
above, notice to the Administrative Agent shall only be required if such event or condition,
together with all other events or conditions referred to in clauses (i) through (vi) above, could
reasonably be expected to result in liability of Holdings, any Borrower or any Subsidiary in an
aggregate amount exceeding $2,000,000.



     Section 5.7. Maintaining Records; Access; Inspections. Maintain all financial records
in accordance with GAAP and except to the extent prohibited by the terms of the Service Contracts,
permit any Persons designated by the Administrative Agent or any Lender to visit and inspect the
financial records and the properties of the Loan Parties at reasonable times, upon reasonable prior
notice to the Borrowers, and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any Persons designated by the Administrative Agent or any
Lender upon reasonable prior notice to the Borrowers to discuss the affairs, finances and condition
of, any Loan Party with the officers thereof and independent accountants therefor (subject to
reasonable requirements of confidentiality, including requirements imposed by law or by contract).
If a Default or Event of Default has occurred and is continuing, each such Loan Party shall provide
such access to the Administrative Agent and to each Lender at all times and without advance notice.
Furthermore, so long as any Event of Default has occurred and is continuing, the Borrowers shall
(i) provide the Administrative Agent with access to their suppliers, and (ii) at the Borrowers’ own
expense, provide the Administrative Agent with appraisals of their assets as the Administrative
Agent may request at any time after the occurrence and during the continuance of a Default or an
Event of Default, such appraisals to be conducted by an appraiser, and in form and substance
reasonably satisfactory to the Administrative Agent. Each Loan Party shall make available to the
Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals
or copies of all books and records that the Administrative Agent may reasonably request. Each Loan
Party shall deliver any document or instrument necessary for the Administrative Agent, as it may
from time to time reasonably request, to obtain records from any service bureau or other Person
that maintains records for such Loan Party, and shall maintain duplicate records or supporting
documentation on media, including computer tapes and discs owned by such Loan Party. The
Administrative Agent will give Lenders at least 5 days’ prior written notice of regularly scheduled
audits, which audits shall not occur more frequently than once per year unless an Event of Default
shall have occurred and be continuing. Representatives of other Lenders may accompany the
Administrative Agent’s representatives on regularly scheduled audits at no charge to the Borrowers.
Each of Holdings and the Borrowers authorizes (i) the Administrative Agent and (ii) so long as an
Event of Default has occurred and is continuing, each Lender, to communicate directly with its
independent certified public accountants, including Deloitte & Touche LLP, and authorizes and, at
the Administrative Agent’s request, shall instruct those accountants and advisors to disclose and
make available to the Administrative Agent and each Lender any and all financial statements and
other supporting financial documents, schedules and information relating to any Loan Party
(including copies of any issued management letters) with respect to the business, financial
condition and other affairs of any Loan Party.




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     Section 5.8. Use of Proceeds. Use the proceeds of the Loans and request the issuance
of Letters of Credit only (i) to finance Capital Expenditures to the extent permitted hereunder,
(ii) to pay certain transaction costs arising in connection with the consummation of the Related
Transactions, (iii) to finance payments of dividends on Holdings Capital Stock and the payment of
interest on Holdings Subordinated Notes, in each case to the extent such payments of dividends and
interest are permitted hereunder, and (iv) for working capital and other general corporate purposes
of the respective Borrowers and their Subsidiaries.



     Section 5.9. Compliance with Environmental Laws. Comply, and make reasonable best
efforts to cause all lessees and other Persons occupying its currently owned or leased properties
to comply, with all Environmental Laws and Environmental Permits applicable to its operations and
Properties, except in the case of such noncompliance as could not reasonably be expected to result
in a Material Adverse Effect; obtain and renew all Environmental Permits necessary for its
operations and currently owned or leased properties, and conduct, to the extent required under
Environmental Laws, any Remedial Action in accordance with Environmental Laws except, in each of
the foregoing, as could not reasonably be expected to result in a Material Adverse Effect.



     Section 5.10. Preparation of Environmental Reports. If a Default or Event of Default
caused by reason of a breach of Section 3.17 or Section 5.9 shall have occurred and be continuing,
at the request of the Required Lenders through the Administrative Agent, provide to Lenders within
90 days after such request, at the expense of the Borrowers, an environmental site assessment
report for the Properties owned by a Loan Party in fee simple and constituting Collateral for the
Obligations that are the subject of such default prepared by an environmental consulting firm
reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous
Materials and the estimated cost of any Remedial Action required under any applicable Environmental
Law in connection with such properties.



     Section 5.11. Additional Guaranties; Security; Further Assurances.



     (a) Additional Subsidiary Guarantors. Take, and will cause each of their Subsidiaries
(other than Foreign Subsidiaries, except to the extent provided in subsection (c) below, and
Non-Wholly-Owned Entities) to take, such actions from time to time as shall be necessary to ensure
that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided
in subsection (c) below, and Non-Wholly-Owned Entities) are Subsidiary Guarantors. Without
limiting the generality of the foregoing, in the event that any Loan Party shall form or acquire
any such new Subsidiary, Holdings, as soon as practicable and in any event within 30 days after
such formation or acquisition, will provide the Administrative Agent with notice of such formation
or acquisition, setting forth in reasonable detail a description of all of the assets of such new
Subsidiary and will cause such new Subsidiary to:




     (i) within 45 days after such formation or acquisition, execute a joinder agreement in
form and substance reasonably satisfactory to the Administrative Agent and the Required
Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the
Subsidiary Guarantee Agreement, and grantor, pledgor, mortgagor or the like under the
applicable Security Documents;



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     (ii) if such Subsidiary owns any real property located in the United States the value
of which exceeds $500,000, to execute and deliver to the Administrative Agent such
mortgages, deeds of trust or other agreements or instruments covering such real property and
fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject
only to Permitted Liens) on such real property and fixtures as collateral security for the
Obligations, together in each case with such Uniform Commercial Code financing statements,
environmental reports, title insurance policies, and surveys, as the Administrative Agent or
the Required Lenders may reasonably request;




     (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such
actions (including delivering such securities, other investment property or instruments and
authorizing such Uniform Commercial Code financing statements) as shall be necessary to
create and perfect valid and enforceable first priority Liens (subject only to Permitted
Liens) on all or substantially all of the assets of such new Subsidiary as collateral
security for the Obligations, as requested by the Administrative Agent or Required Lenders;
and




     (iv) deliver such proof of organizational authority, incumbency of officers, opinions
of counsel and other documents as is consistent with those delivered by each Loan Party
pursuant to Section 4.2 on the Restatement Effective Date or as the Administrative Agent or
the Required Lenders shall have requested.



     (b) Additional Security.




     (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary,
except to the extent provided in subsection (c) below, and Non-Wholly-Owned Entities) to
cause, (A) all of their owned real properties with a value greater than $500,000 and all
other personal property located in the United States, and (B) all other material assets of
the Borrowers and such Subsidiaries as are not covered by the original Security Documents
and as may be reasonably requested by the Administrative Agent or the Required Lenders in
their discretion to be subject at all times to first priority (subject only to Permitted
Liens), perfected and, in the case of real property, title insured Liens in favor of the
Administrative Agent pursuant to the Security Documents or such other security agreements,
pledge agreements, mortgages or similar collateral documents as the Administrative Agent or
the Required Lenders shall request in its or their reasonable discretion (collectively, the
“Additional Security Documents”). With respect to any owned real property with a
value greater than $500,000 located in the United States acquired by any Loan Party
subsequent to the initial Borrowing Date, such Person will cause to be delivered to the
Administrative Agent with respect to such property, documents, instruments, including
mortgages, deeds of trust, deeds to secure debt, title insurance policies, surveys, flood
hazard certifications, environmental reports and legal opinions, all in form, content and
scope reasonably satisfactory to the Administrative Agent and the Required Lenders. In
furtherance of the foregoing terms of this Section 5.11, each Borrower agrees to promptly
provide the Administrative Agent with written notice of the acquisition by any Loan Party of
any owned real property located in the United States having a value greater than $500,000,
setting forth in reasonable detail the location and a description of the asset(s) so
acquired. Without



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limiting the generality of the foregoing, Holdings and the Borrowers will cause, and
will cause each of their respective Subsidiaries to cause, 100% of the issued and
outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrowers or
any other Subsidiary (other than the Capital Stock of Subsidiaries that constitute
Non-Wholly Owned Entities not owned by the Loan Parties and the Capital Stock of Service
America/National Business Services Enterprises Joint Venture and Service America Corporation
-Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all
First Tier Foreign Subsidiaries (except as provided in subsection (c) below) owned by
Holdings, the Borrowers or any Domestic Subsidiary, to be subject at all times to a first
priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and
conditions of the Security Documents




     (ii) All security interests, mortgages and pledges securing the Obligations shall be
granted pursuant to documentation reasonably satisfactory in form and substance to the
Administrative Agent and the Required Lenders, and shall constitute valid and enforceable
perfected security interests, mortgages and pledges superior to and prior to the rights of
all third Persons and subject to no other Liens except for Permitted Liens. The Additional
Security Documents or instruments related thereto shall have been duly recorded or filed in
such manner and in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Administrative Agent required to be granted pursuant to
the Additional Security Documents, and all taxes, fees and other charges payable in
connection therewith shall have been paid in full. The Borrowers shall cause to be
delivered to the Administrative Agent such opinions of counsel, title insurance and other
related documents as may be reasonably requested by the Administrative Agent to assure
itself that this Section 5.11 has been complied with.



     (c) Foreign Subsidiaries Security. If the Administrative Agent or the Required
Lenders provide written notice to the Borrower Representative that there has been a change in the
relevant sections of the Code or the regulations, published rulings or notices, or other official
pronouncements issued or promulgated thereunder (and the Borrowers agree in its reasonable judgment
that such change has occurred), seek an opinion from counsel (which shall be chosen by the
Borrowers and reasonably satisfactory to the Administrative Agent), with respect to any Foreign
Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the Pledge
Agreement, that (i) a pledge (A) of 65% or more of the total combined voting power of all classes
of capital stock of such Foreign Subsidiary entitled to vote, or (B) of any promissory note issued
by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into
by such Foreign Subsidiary of a guaranty in form and substance substantially identical to the
Subsidiary Guarantee Agreement, (iii) the entering into by such Foreign Subsidiary of a security
agreement in form and substance substantially identical to the Security Agreement, or (iv) the
entering into by such Foreign Subsidiary of a pledge agreement in form and substance substantially
identical to the Pledge Agreement, in any such case would not cause the undistributed earnings of
such Foreign Subsidiary as determined for United States federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary’s United States parent for United States federal
income tax purposes, and would not have any other materially adverse United States federal income
tax consequences to Holdings or any of its Affiliates. If the Borrowers receive an opinion of
counsel (A) to the effect described in clause (i) above, that portion of such Foreign
Subsidiary’s outstanding capital stock or any promissory



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notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to
the Pledge Agreement, shall be pledged to the Administrative Agent for the benefit of the Secured
Parties pursuant to the Pledge Agreement (or another pledge agreement in substantially identical
form, if needed); (B) to the effect described in clause (ii) above, such Foreign Subsidiary
shall execute and deliver the Subsidiary Guarantee Agreement (or another guaranty in substantially
identical form, if needed), guaranteeing the Obligations; (C) to the effect described in clause
(iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or
another security agreement in substantially identical form, if needed), granting to the
Administrative Agent, for the benefit of the Secured Parties, a security interest in all of such
Foreign Subsidiary’s assets and securing the Secured Obligations; or (D) to the effect described in
clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement
(or another pledge agreement in substantially identical form, if needed), pledging to the
Administrative Agent, for the benefit of the Secured Parties, all of the Capital Stock and
promissory notes owned by such Foreign Subsidiary, in each case to the extent that entering into
such Subsidiary Guarantee Agreement, Security Agreement or Pledge Agreement is permitted by the
laws of the respective foreign jurisdiction, and with all documents delivered pursuant to this
Section 5.11(c) shall be in form, scope and substance reasonably satisfactory to the Administrative
Agent and the Required Lenders.



     (d) Further Assurances. Holdings and each Borrower will, and will cause each of the
other Loan Parties to, at the expense of the Borrowers, make, execute, endorse, acknowledge, file
and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, real property surveys, reports, landlord waivers, Control Agreements and
other assurances or instruments and take such further steps relating to the Collateral covered by
any of the Security Documents as the Administrative Agent, the Administrative Agent and the
Required Lenders may reasonably require. Without limiting the foregoing, the Borrowers shall
obtain on or prior to the Restatement Effective Date a landlord waiver, in form and substance
satisfactory to the Administrative Agent, with respect to its corporate headquarters located at 201
East Broad Street, Spartanburg, South Carolina and shall use its commercially reasonable efforts to
obtain landlord waivers with respect to its leased office space at Suite 400, 300 First Stamford
Place, Stamford, Connecticut.



     (e) Appraisals. If the Administrative Agent or any Lender reasonably determines that
they are required by law or regulation to have appraisals prepared in respect of any real property
of any of the Borrowers and any of their Subsidiaries constituting Collateral, the Borrowers will,
at their own expense, provide to the Administrative Agent appraisals which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform,
Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and
substance reasonably satisfactory to the Administrative Agent.



     (f) General. Holdings and each Borrower agree that each action required by paragraphs
(a) through (e) of this Section 5.11 shall be completed as soon as possible, but in no event later
than forty-five days (or such shorter time period expressly provided herein) after such action is
requested to be taken by the Administrative Agent or the Required Lenders, as the case may be;
provided that, in no event will Holdings or any of its Subsidiaries be required to take any action,
other than using its commercially reasonable efforts to obtain consents from third



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parties (except in the case of the landlord waiver for the Loan Parties headquarters in
Spartanburg, South Carolina, which landlord waiver is required to be obtained as a condition
precedent to closing) with respect to its compliance with this Section 5.11 or with respect to the
Excluded Property (as defined in the Security Agreement.



     Section 5.12. Fiscal Year; Accounting. In the case of each Loan Party, cause its
respective Annual Fiscal Period to end on the Tuesday closest to December 31 of such Annual Fiscal
Period.



     Section 5.13. Dividends. In the case of each Borrower, permit its Subsidiaries to pay
Dividends to Loan Parties and cause such Dividends to be paid to Loan Parties to the extent
required to pay the monetary obligations of the Borrowers, subject to any prohibitions that may be
imposed by applicable requirements of law.



     Section 5.14. Compliance with Statutes, etc. Comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all Governmental
Authorities, in respect of the conduct of its business and the ownership of its property (including
applicable statutes, regulations, orders and restrictions relating to environmental standards and
controls), except such non-compliances as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     Section 5.15. Supplemental Disclosure. From time to time as may be reasonably
requested by Administrative Agent (which request will not be made more frequently than once each
year absent the occurrence and continuance of a Default or an Event of Default), the Loan Parties
shall supplement each Schedule hereto, or any representation herein or in any other Loan Document,
with respect to any matter hereafter arising that, if existing or occurring at the date of this
Agreement, would have been required to be set forth or described in such Schedule or as an
exception to such representation or that is necessary to correct any information in such Schedule
or representation which has been rendered inaccurate thereby (and, in the case of any supplements
to any Schedule, such Schedule shall be appropriately marked to show the changes made therein);
provided that (a) no such supplement to any such Schedule or representation shall amend, supplement
or otherwise modify any Schedule or representation, or be or be deemed a waiver of any Default or
Event of Default resulting from the matters disclosed therein, except as consented to by the
Administrative Agent and the Required Lenders in writing, and (b) no supplement shall be required
or permitted as to representations and warranties that relate solely to the Restatement Effective
Date.



     Section 5.16. Intellectual Property. Each Loan Party will conduct its business and
affairs without infringement of or interference in any material respect with any Intellectual
Property of any other Person.



     Section 5.17. Cash Management System. On or prior to the Restatement Effective Date,
the Holdings and the Borrowers will establish and will maintain until the Termination Date, the
cash management systems described below in this Section 5.17 (the “Cash Management
Systems”):



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               (a) On or before the Restatement Effective Date and until the Termination Date, the Holdings
and the Borrowers will (i) establish blocked accounts (“Blocked Accounts”) at one or more
of the banks set forth in Schedule 3.29, and (ii) will deposit and cause its Subsidiaries to
deposit or cause to be deposited promptly, and in any event no later than the first Business Day
after the date of receipt thereof, all cash, checks, drafts or other similar items of payment
relating to or constituting payments made in respect of any and all Collateral into one or more
Blocked Accounts in such Loan Party’s name and at a bank identified in Schedule 3.29 (each, a
“Relationship Bank”). On or before the Restatement Effective Date, the Borrower shall
establish the concentration account in its name (the “Concentration Account”) at the bank
that shall be designated as the Concentration Account bank for each such Borrower in Schedule 3.29
(the “Concentration Account Bank”). From the Restatement Effective Date and thereafter,
the Borrowers shall, and shall cause their Subsidiaries to, cause the applicable Relationship Bank
to forward through daily sweeps all amounts in the Blocked Accounts maintained with such
Relationship Banks to the Concentration Account Bank (or, in the case of those Blocked Accounts
identified on Schedule 3.29 as “Delayed Sweep Blocked Accounts,” the Borrowers shall, and shall
cause their Subsidiaries to, cause the applicable Relationship Bank to, no less than once every
five (5) days), forward all amounts in such Blocked Accounts to the Concentration Account,
provided that no daily sweep shall be required on any day with respect to any Blocked
Account that has no funds on deposit in such Blocked Account on such day.




               (b) The Borrower Representative shall maintain, in its name, an account identified on Schedule
3.29 (the “Disbursement Account”), into which the Administrative Agent shall, from time to
time, deposit proceeds of Revolving Credit Loans and Swingline Advances made pursuant to Sections
2.2 and 2.3 for use by such Borrower solely in accordance with the provisions of Section 5.8.




               (c) With respect to the Blocked Accounts, Concentration Account and the Disbursement Account
of the Loan Parties set forth on Schedule 3.29 on the Restatement Effective Date, the applicable
Loan Party in whose name such deposit account is maintained shall have entered into a Control
Agreement with the Administrative Agent and the applicable Relationship Bank, Concentration Account
Bank or bank at which a Disbursement Account is maintained, on or before the Restatement Effective
Date (or such later date as the Administrative Agent shall consent to in writing), with respect to
the Concentration Account, the Disbursement Account and all Blocked Accounts of the Loan Parties;
provided that (x) a Control Agreement shall not be required with respect to any Blocked
Account maintained with a bank other than Bank of America, N.A. that does not at any time have a
daily balance of funds on deposit therein of more than $75,000 to the extent that the aggregate
daily balance of all funds on deposit in Blocked Accounts which are not subject to Control
Agreements under this clause (x) does not at any time exceed $500,000, and (y) the Borrowers shall
not be required to obtain Control Agreements with respect to the three Blocked Accounts maintained
by the Loan Parties with Charter One Bank, Peoples Bank and American Bank and having the account
numbers previously identified in writing by Holdings to the Administrative Agent prior to the
Restatement Effective Date. For the avoidance of doubt, the Borrowers acknowledge and agree that
even if a Control Agreement is not required as a result of the application of any of the exceptions
set forth in this Section 5.17(c), the Borrowers shall still be required to comply with the
required daily sweep provisions set forth in Section 5.17(a).



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               (d) Each Control Agreement shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall provide, among other things, that (1) with respect to the
Relationship Banks at which a Blocked Account is maintained, such Relationship Bank agrees, from
and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent
(which Activation Notice may be given by the Administrative Agent at any time at which an Event of
Default has occurred and is continuing (such event being referred to herein as an “Activation
Event”)), to forward immediately all amounts in each Blocked Account to the Concentration
Account and to commence the process of daily sweeps from such Blocked Account into the
Concentration Account and (2) with respect to the Concentration Account Bank, such bank agrees from
and after the receipt of an Activation Notice from the Administrative Agent upon the occurrence of
an Activation Event, to immediately forward all amounts received in the applicable Concentration
Account to the Collection Account through daily sweeps from such Concentration Account into the
Collection Account. No Borrower shall, or shall cause or permit any Subsidiary thereof to,
accumulate or maintain cash in the Disbursement Account, accounts payable, field disbursement
accounts or payroll accounts as of any date of determination in excess of $100,000 in any such
account.




               (e) So long as no Default or Event of Default has occurred and is continuing, the Borrowers
may amend Schedule 3.29 to add or replace a Relationship Bank, or Blocked Account or to replace any
Concentration Account or any Disbursement Account; provided that (i) the Administrative
Agent shall have received prior written notice of the opening of such account with the relevant
bank and (ii) prior to the time of the opening of such account, the applicable Loan Party and such
bank shall have executed and delivered to the Administrative Agent a Control Agreement in form and
substance reasonably satisfactory to the Administrative Agent.




               (f) The Blocked Accounts, Disbursement Account and the Concentration Account shall be cash
collateral accounts, with all cash, checks and other similar items of payment in such accounts
securing payment of the Loans and all other Obligations, and in which each applicable Loan Party
shall have granted a Lien to the Administrative Agent, on behalf of itself and the Secured Parties,
pursuant to the Security Agreement.




               (g) All amounts deposited in the Collection Account shall be deemed received by Administrative
Agent in accordance with Section 2.16 and shall be applied (and allocated) by the Administrative
Agent in accordance with Section 2.14. In no event shall any amount be so applied unless and until
such amount shall have been credited in immediately available funds to the Collection Account.




               (h) Each Loan Party shall and shall cause its Affiliates, officers, employees, agents,
directors or other Persons acting for or in concert with such Borrower (each a “Related
Person”) to (i) hold in trust for the Administrative Agent, for the benefit of itself and the
Secured Parties, all checks, cash and other items of payment made payable to the Loan Parties and
received by such Loan Party or any such Related Person, and (ii) within 1 Business Day after
receipt by such Loan Party or any such Related Person of any checks, cash or other items of payment
made payable to the Loan Parties, deposit the same into a Blocked Account of such Loan Party. Each
Loan Party and each Related Person thereof acknowledges and agrees that all cash, checks or other
items of payment constituting proceeds of Collateral are part of the



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Collateral. All proceeds of the sale or other disposition of any Collateral, shall be
deposited directly into the applicable Blocked Accounts.



     Section 5.18. Holdings’ Use of Distributions from Any Borrower. (a) Holdings shall
promptly utilize the proceeds of any and all Distributions from any Borrower on such Borrower’s
Capital Stock and on the Borrower Intercompany Indebtedness received by it from time to time for
the purposes expressly contemplated in Section 6.16, and for no other purpose.



          (b) Any such amounts received from time to time by Holdings that are not so applied in
accordance with Section 5.18(a) within five Business Days of receipt shall be transferred by
Holdings to the applicable Borrower as a capital contribution.




     Section 5.19. Additional Covenants Related to Merger, Etc. Holdings and each Borrower
hereby covenants and agrees that (i) in accordance with Section 10.1(b) hereof, if the Tender Offer
and the Merger are not consummated by February 28, 2009 (or such later date, if extended in writing
by all of the Administrative Agent and the Required Lenders, it being understood that the
Administrative Agent and the Lenders shall have no obligation to grant any such extension), then
this Agreement and the Omnibus Amendment shall be deemed null and void and of no force and effect,
(ii) the repurchase of not less than 50.1% of the outstanding aggregate principal amount of the
Holdings Subordinated Notes shall be made solely from the proceeds of a cash equity contribution
made by Sponsor (or an Affiliate thereof) to Holdings (such cash equity contribution is referred to
herein as the “Cash Equity Contribution”), (iii) the repayment of the Term Loans and the
Revolving Loans as set forth in Section 4.2(n) and (o) shall be made solely from the proceeds of a
cash equity contribution made by Sponsor (or an Affiliate thereof) to Holdings and the failure to
make such repayments on or prior to February 28, 2009 (unless such date is extended in writing by
all of the Administrative Agent and the Required Lenders, it being understood that the
Administrative Agent and the Lenders shall have no obligation to grant any such extension) shall
constitute an immediate Event of Default under the Existing Credit Agreement and this Agreement,
(iv) it shall constitute an immediate Event of Default under the Existing Credit Agreement and this
Agreement if at any time following the consummation of the Merger, the Merger or the Tender Offer
is found or declared by a decision of a Governmental Authority of competent jurisdiction to be null
or void (except to the extent such decision is appealable and has been stayed pending appeal), and
(v) it shall constitute an immediate Event of Default under the Existing Credit Agreement and this
Agreement if at any time following the consummation of the Merger, the Indenture Modification and
Noteholder Consent is revoked the requisite holders of the Holdings Subordinated Notes or is found
or declared by a Governmental Authority of competent jurisdiction to be null or void.



     Section 5.20. Annual Senior Secured Debt Rating. On an annual basis after the
Restatement Effective Date, commencing with Fiscal Year 2009, the Loan Parties shall obtain for the
Loan Parties an implied senior secured debt rating from Moody’s and shall furnish the
Administrative Agent with any documentation necessary or appropriate to evidence such debt rating
by no later than March 31st in each such Fiscal Year (or such later date as the Administrative
Agent may agree to in writing).



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ARTICLE VI




NEGATIVE COVENANTS




          Each of Holdings and the Borrowers covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Termination Date, none of the Loan Parties will, and
will not cause or permit any of their respective Subsidiaries to:




     Section 6.1. Indebtedness. Incur, create, assume or permit to exist any Indebtedness,
except:



     (a) Indebtedness of the Borrowers and their Subsidiaries existing on the date hereof and set
forth in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except
(i) renewals and extensions expressly provided for in the agreements evidencing any such
Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and
extensions of any such Indebtedness if the average life to maturity thereof is greater than or
equal to that of the Indebtedness being refinanced or extended, provided that such Indebtedness
permitted under clause (i) or clause (ii) above shall not be (A) Indebtedness of an obligor that
was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) in a
principal amount which exceeds the Indebtedness (plus accrued interest and premiums thereon) being
renewed, extended or refinanced or (C) incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;



     (b) Indebtedness created hereunder and under the other Loan Documents;



     (c) in the case of the Guarantors, their respective Guaranties under the Guarantee Agreements;



     (d) Indebtedness of any Loan Party or its Subsidiaries owed to (including obligations in
respect of letters of credit for the benefit of) any Person providing worker’s compensation,
health, disability or other employee benefits or property, casualty or liability insurance to such
Loan Party or its Subsidiaries, pursuant to reimbursement or indemnification obligations to such
Person incurred in the ordinary course of business and Indebtedness in respect of insurance
premiums;



     (e) (i) Indebtedness of any Canadian Foreign Subsidiary owed to any Borrower or any other
Subsidiary so long as the aggregate amount of all Foreign Subsidiary Non-Guarantor Expenditures
outstanding at any time, including such Indebtedness and all Foreign Subsidiary Non-Guarantor
Expenditures made prior to the Closing Date that remain outstanding, does not exceed $7,500,000 in
the aggregate; and (ii) Indebtedness of any Non-Wholly-Owned Entity owed to any Borrower or any
other Subsidiary so long as the aggregate amount of all Joint Venture Non-Guarantor Expenditures
outstanding at any time, including such Indebtedness and all Joint Venture Non-Guarantor
Expenditures made prior to the Restatement Effective Date that remain outstanding, does not exceed
$15,000,000 in the aggregate; provided, however that for purposes of determining
compliance with the $15,000,000 limitation in this clause (ii), there shall not be counted as an
investment any Permitted Non-Wholly-Owned Entity Capital Expenditures;



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     (f) Indebtedness of any Loan Party owed to any other Loan Party;



     (g) Indebtedness of a Loan Party or a Subsidiary thereof in respect of performance bonds, bid
bonds, appeal bonds, completion guaranties, surety bonds and similar obligations, in each case
provided in the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business, and any extension, renewal or
refinancing thereof to the extent not provided to secure the repayment of other Indebtedness and to
the extent that the amount of refinanced Indebtedness is not greater than the amount of
Indebtedness being refinanced;



     (h) Indebtedness of a Loan Party or a Subsidiary thereof arising from the honoring by a bank
or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is extinguished within
two Business Days of its incurrence;



     (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness in an
aggregate principal amount outstanding at any time not in excess of $5,000,000 incurred by a Loan
Party or a Subsidiary thereof prior to or within 90 days after a Capital Expenditure in order to
finance such Capital Expenditure, and extensions, renewals and refinancings thereof if the interest
rate with respect thereto and other terms thereof are no less favorable to such Loan Party or a
Subsidiary thereof than the Indebtedness being refinanced and the average life to maturity thereof
is greater than or equal to that of the Indebtedness being refinanced, provided that such
refinancing Indebtedness shall not be (i) Indebtedness of an obligor that was not an obligor with
respect to the Indebtedness being extended, renewed or refinanced (plus unpaid accrued interest and
premiums thereon), (ii) in a principal amount that exceeds the Indebtedness being renewed, extended
or refinanced or (iii) incurred, created or assumed if any Default or Event of Default has occurred
and is continuing or would result therefrom;



     (j) Indebtedness in respect of reasonable and customary indemnification, adjustment of
purchase price or similar obligations arising from agreements of a Loan Party or a Subsidiary
thereof, in each case incurred or assumed in connection with the disposition of any business,
assets or a Subsidiary and not constituting Indebtedness for borrowed money;



     (k) Borrower Intercompany Indebtedness, provided that (i) such Indebtedness shall be
subordinated pursuant to the Intercompany Subordination Agreement and (ii) Holdings shall have
pledged its rights in respect of such Indebtedness pursuant to the Loan Documents;



     (l) the Holdings Subordinated Notes and guarantees thereof and of related obligations by the
Loan Parties, less the principal amount of any Holdings Subordinated Notes that are redeemed or
repaid on or after the Original Closing Date, provided that all such Indebtedness shall be
subordinated to payment of the Obligations on terms and conditions set forth in the Holdings
Subordinated Note Indenture;



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



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     (n) other unsecured Indebtedness (other than for borrowed money) not to exceed $5,000,000 in
the aggregate at anytime.



     Section 6.2. Liens. Create, incur, assume or permit to exist any Lien on any property
or assets (including stock or other securities of any Person, including any Subsidiary) now owned
or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, or
sell or transfer any account receivable or any right in respect thereof, except:



     (a) Liens on property or assets of the Loan Parties or their Subsidiaries existing on the date
hereof and set forth in Schedule 6.2, provided that such Liens shall secure only those obligations
that they secure on the date hereof (and extensions, renewals and refinancings of such obligations
permitted by Section 6.1(a)) and shall not subsequently apply to any other property or assets of
such Loan Parties;



     (b) any Lien created under the Loan Documents;



     (c) Liens for taxes, assessments or other governmental charges or levies not yet delinquent,
or that are being contested in compliance with Section 5.3;



     (d) carriers’, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business and securing obligations that are not due and payable or
that are being contested in good faith by appropriate proceedings and in respect of which, if
applicable, the appropriate Loan Party or a Subsidiary thereof shall have set aside on its books
reserves in accordance with GAAP;



     (e) pledges and deposits made in the ordinary course of business in compliance with the
Federal Employers Liability Act or any other workmen’s compensation, unemployment insurance and
other social security laws or regulations and deposits securing liability to insurance carriers
under insurance or self-insurance arrangements in respect of such obligations;



     (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness),
leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds,
performance bonds, completion guarantees and other obligations of a like nature incurred in the
ordinary course of business, including those incurred to secure health, safety and environmental
obligations in the ordinary course of business, but excluding obligations for borrowed money;



     (g) zoning restrictions, easements, leases (other than Capital Lease Obligations), licenses,
special assessments, rights-of-way, restrictions on use of real property and other similar
encumbrances incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and do not materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the business of any Loan Party or a Subsidiary thereof;



     (h) Liens on capital assets, real property, improvements thereto or equipment hereafter
acquired (or, in the case of improvements, constructed) by a Loan Party or a Subsidiary thereof
(including the interests of vendors and lessors under conditional sale and title retention
agreements and capitalized lease obligations), provided that (i) such Liens secure only the
Indebtedness permitted by Section 6.1(i), (ii) the Indebtedness secured thereby does not exceed



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100% of the cost of such capital assets, real property, improvements or equipment at the time
of such acquisition, improvement or completion of construction thereof, (iii) such expenditures are
permitted by this Agreement and (iv) such Lien does not secure any other property or assets of the
Loan Parties or their Subsidiaries (other than accessions to such capital assets, real property,
improvements or equipment and provided that individual financings of equipment provided by a single
lender may be cross-collateralized to other financings of equipment provided solely by such
lender);




     (i) the sale in the ordinary course of business of defaulted accounts receivable in connection
with the liquidation of such claims consistent with past practices of the Borrowers and their
Subsidiaries;



     (j) Liens securing judgments for the payment of money in an aggregate amount not in excess of
$5,000,000 (except to the extent covered by insurance as to which the insurer has acknowledged in
writing its obligation to cover), unless such judgments shall remain undischarged for a period of
more than 30 consecutive days during which execution shall not be effectively stayed;



     (k) precautionary UCC filings made with respect to leased equipment and proceeds thereof under
operating leases pursuant to which Holdings or any of its Subsidiaries are the lessee;



     (l) any operating leases or operating subleases to other persons of properties or assets owned
or leased by a Loan Party or a Subsidiary thereof;



     (m) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness or (ii)
pertaining to pooled deposit and/or sweep accounts of a Loan Party or a Subsidiary thereof to
permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Loan Parties and their Subsidiaries;



     (n) the replacement, extension or renewal of any Lien permitted by paragraph (h) above,
provided that such replacement, extension or renewal Lien shall not cover any property other than
the property that was subject to such Lien prior to such replacement, extension or renewal; and
provided further that the Indebtedness and other obligations secured by such replacement, extension
or renewal Lien are permitted by this Agreement; and



     (o) Liens required to be created pursuant to the terms of any Permitted Service Contract;
provided that such Liens shall (i) apply only to tangible property located at the premises
subject to such Permitted Service Contract and (ii) be limited to assets with a fair market value
of $2,000,000 in the aggregate at any time for all Permitted Service Contracts combined.



     Section 6.3. Sale and Lease-Back Transactions. Enter into any arrangement, directly
or indirectly, with any Person whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or
lease such property or other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred.



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     Section 6.4. Investments, Loans and Advances. Purchase, hold or acquire any capital
stock, evidences of Indebtedness or other securities of, make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in, any other Person,
except:



     (a) investments (i) existing on the date hereof in the Capital Stock of the Subsidiaries; (ii)
by Holdings in the common stock of VSA; (iii) by VSA in the common stock of the Borrowers (other
than VSA); (iv) by the Borrowers or any Subsidiary in any Subsidiary Guarantor; (v) by any Loan
Party or any Subsidiary in Canadian Foreign Subsidiaries in which any Borrower or a Subsidiary owns
Capital Stock, provided that the aggregate amount of Foreign Subsidiary Non-Guarantor Expenditures
outstanding at any time, including the aggregate amount of the consideration (whether cash or
property, as valued at the time each such investment is made) for all investments made pursuant to
this clause (v) and all Foreign Subsidiary Non-Guarantor Expenditures made prior to the Restatement
Effective Date that remain outstanding, does not exceed $7,500,000 in the aggregate; and (vi) by
any Loan Party or any Subsidiary in Non-Wholly-Owned Entities in which any Borrower or a Subsidiary
owns Capital Stock, provided that the aggregate amount of Joint Venture Non-Guarantor Expenditures
outstanding at any time, including the aggregate amount of the consideration (whether cash or
property, as valued at the time each such investment is made) for all investments made pursuant to
this clause (vi) and all Joint Venture Non-Guarantor Expenditures made prior to the Restatement
Effective Date that remain outstanding, does not exceed $15,000,000 in the aggregate;
provided, however that for purposes of determining compliance with the $15,000,000
limitation in this clause (vi), there shall not be counted as an investment any Permitted
Non-Wholly-Owned Entity Capital Expenditures;



     (b) Permitted Liquid Investments, together with investments that were Permitted Liquid
Investments when made pursuant to clauses (a) through (e) of the definition thereof but only until
the maturity of such investments and excluding any extensions, renewals or rollovers thereof;



     (c) investments arising out of the receipt by the Borrowers or any Subsidiary of non-cash
consideration for the sale of assets, provided that such consideration (if the stated amount or
value thereof is in excess of $500,000, individually, or $1,500,000 in the aggregate for all such
investments) is pledged upon receipt pursuant to the Pledge Agreement to the extent required
thereby;



     (d) Indebtedness among Loan Parties and their Subsidiaries permitted under Section 6.1;



     (e) loans and advances to officers, directors and employees (and partnerships for their
benefit) of any Loan Party, whether in respect of salary advances, for payment of taxes or
otherwise, provided, however, that the aggregate amount of such loans and advances,
including those outstanding on the Restatement Effective Date and refinancings thereof, shall not
exceed $2,000,000 at any time;



     (f) (i) accounts receivable arising and trade credit granted in the ordinary course of
business and any securities received in satisfaction or partial satisfaction thereof from
financially



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troubled account debtors to the extent reasonably necessary in order to prevent or limit loss
and (ii) prepayments and other credits to suppliers made in the ordinary course of business which
is consistent with the past practices of Holdings, the Borrowers and the Subsidiaries;



     (g) investments existing on the Restatement Effective Date and set forth on Schedule 6.4;



     (h) investments resulting from pledges and deposits referred to in Section 6.2(e) or (f);



     (i) investments permitted by Section 6.5(a) and Section 6.16(b);



     (j) loans and other investments by any Borrower or any of its Subsidiaries to customers made
in connection with entering into a Permitted Service Contract; provided, however,
that all such loans and other investments may not exceed $10,000,000 in any Annual Fiscal Period or
$20,000,000 in aggregate amount outstanding at any time (such loans and other investments to be
included in the calculation of Consolidated Service Contract Capital Expenditures);
provided, however that for purposes of determining compliance with the dollar
limitations set forth above in this paragraph (j), there shall not be counted as an investment any
Permitted Non-Wholly-Owned Entity Capital Expenditures;



     (k) investments (other than loans and advances to officers, directors or employees of Holdings
and its Subsidiaries) funded with proceeds from the issuance of Capital Stock of Holdings described
in clause (b) of the first parenthetical phrase of the definition of “Equity Offering Proceeds”, to
the extent such proceeds are not required to prepay the Obligations under Section 2.10, and are not
applied to Capital Expenditures under Section 6.15 or investments permitted under Section 6.5(a);
and



     (l) investments in assets used or useful in the business of the Borrowers and their
Subsidiaries funded with Asset Sale Proceeds or Insurance Proceeds, in each case to the extent such
funding from proceeds is expressly permitted under the definitions of “Asset Sale Proceeds” and
“Insurance Proceeds”, respectively.



     Section 6.5. Mergers; Consolidations; Sales of Assets; Acquisitions. Merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of its assets (whether now owned or hereafter acquired),
or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any
substantial part of the assets of any other Person, except that this Section 6.5 shall not prohibit
the following so long as no Default or Event of Default exists or would result therefrom:



     (a) Permitted Business Acquisitions, provided that the maximum aggregate purchase
price expended in connection with all such acquisitions or series of related acquisitions during
the term of this Agreement (i) shall not exceed $12,500,000 for any single such acquisition
occurring on or after the Restatement Effective Date, and (ii) shall not exceed an amount equal to
the sum of (A) $35,000,000 in the aggregate for all such acquisitions occurring on or after the
Restatement Effective Date plus (B) the amount of any net cash proceeds from the issuance
of Capital Stock of Holdings described in clause (b) of the first parenthetical phrase of the



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definition of “Equity Offering Proceeds”, to the extent such net cash proceeds are (x) not
required to prepay the Obligations under Section 2.10, (y) not applied to Capital Expenditures
under Section 6.15 or investments permitted under Section 6.4(k) and (z) in fact used to pay a
portion of the purchase price for such acquisitions; provided, further that (1) in
no event shall the maximum aggregate amount of Joint Venture Non-Guarantor Expenditures made in
connection with all such acquisition(s) during the term of this Agreement of Non-Wholly-Owned
Entities (or interests therein) or of assets owned or to be owned by or transferred to
Non-Wholly-Owned Entities, together with all other Joint Venture Non-Guarantor Expenditures
outstanding at any time and all Joint Venture Non-Guarantor Expenditures made prior to the
Restatement Effective Date that remain outstanding, exceed $15,000,000 in the aggregate, and (2) in
no event shall the maximum aggregate amount of Foreign Subsidiary Non-Guarantor Expenditures made
in connection with all such acquisition(s) during the term of this Agreement of Canadian Foreign
Subsidiaries (or interests therein) or of assets owned or to be owned by or transferred to Canadian
Foreign Subsidiaries, together with all other Foreign Subsidiary Non-Guarantor Expenditures
outstanding at any time and all Foreign Subsidiary Non-Guarantor Expenditures made prior to the
Restatement Effective Date that remain outstanding, exceed $7,500,000 in the aggregate;



     (b) (i) the merger of any Wholly-Owned Subsidiary into any Borrower in a transaction in which
any Borrower is the surviving corporation, (ii) the merger or consolidation of any Subsidiary
Guarantor into or with any other Subsidiary Guarantor, (iii) the merger or consolidation of any
Non-Wholly Owned Entity as long as the surviving entity is either (x) a Loan Party and the
aggregate amount of consideration paid by any Loan Party to the equity holders of such joint
venture as part of such merger or consolidation (which payment will, for purposes of this
Agreement, be considered Capital Expenditures) would be permitted under Section 6.15, or (y) not a
Loan Party and the aggregate amount of cash proceeds received by any Loan Party in connection with
such merger are treated as Equity Offering Proceeds and are applied in accordance with Section
2.10;



     (c) (i) sales, leases or transfers of assets or property from any Borrower or any Subsidiary
to any Canadian Foreign Subsidiary provided that all Foreign Subsidiary Non-Guarantor Expenditures
outstanding at any time, including the aggregate net value (after giving effect to any
consideration received) of the property to be sold, leased or transferred pursuant to this
paragraph (c)(i) and all Foreign Subsidiary Non-Guarantor Expenditures made prior to the
Restatement Effective Date that remain outstanding, does not exceed $7,500,000 in the aggregate;
and (ii) sales, leases or transfers of assets or property from any Borrower or any Subsidiary to
any Non-Wholly-Owned Entity provided that all Joint Venture Non-Guarantor Expenditures outstanding
at any time, including the aggregate net value (after giving effect to any consideration received)
of the property to be sold, leased or transferred pursuant to this paragraph (c)(ii) and all Joint
Venture Non-Guarantor Expenditures made prior to the Restatement Effective Date that remain
outstanding, does not exceed $15,000,000 in the aggregate;



     (d) the sale of any Capital Stock of any Non-Wholly Owned Entity to the extent that the cash
proceeds of such sale received by any Loan Party are treated as Equity Offering Proceeds and are
applied in accordance with Section 2.10; or



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     (e) transactions permitted by Sections 6.4 and 6.6.



     Section 6.6. Sale of Assets. Make any Disposition other than (a) sales of inventory
in the ordinary course of business, (b) sales and transfers of property under Service Contracts in
accordance with the terms of such Service Contracts, (c) Dispositions of Permitted Liquid
Investments, (d) Dispositions by the Borrowers and the Subsidiaries of properties or assets
representing in the aggregate no more than (i) $1,000,000 of net book value in any Annual Fiscal
Period and (ii) $5,000,000 of net book value during the term of this Agreement, (e) Dispositions to
any Borrower or any Subsidiary Guarantor and (f) transfers permitted under Sections 6.4 and 6.5
(other than Section 6.5(e)).



     Section 6.7. Transactions with Affiliates. (a) Sell or transfer any property or
assets to, or purchase or acquire any property or assets from, or otherwise engage in any other
transaction with, any of its Affiliates, unless such transaction is (x) otherwise permitted under
this Agreement and (y) consummated upon terms no less favorable to any Loan Party or a Subsidiary
thereof than it would obtain in a comparable arm’s-length transaction with a Person that was not an
Affiliate, provided that the foregoing restriction shall not apply to (i) transactions
among Holdings, the Borrowers and Subsidiaries otherwise permitted by this Agreement, (ii)
Distributions permitted under Section 6.16, (iii) any purchase by Holdings of Capital Stock of any
Borrower, or any contribution by Holdings to the equity capital of any Borrower, so long as any
additional Capital Stock of such Borrower is pledged to the Administrative Agent pursuant to
Section 5.11 or (iv) any of the transactions contemplated by Sections 6.4 or 6.17.



     Section 6.8. Business of Holdings and its Subsidiaries. (a) In the case of each of
the Borrowers and the Subsidiaries, engage at any time in any business or business activity other
than the business currently conducted by it on the Original Closing Date and any other business
activities reasonably related or incidental thereto (it being understood that an acquisition of a
food, beverage or merchandise business having up to five permanent stand-alone locations and a
brand, identity or method of doing business that will be, and is in fact, rolled out to at least
one of the Borrowers’ or their Subsidiaries’ then existing food service venues (each a “Brand
Acquisition”) within one year after the date of acquisition thereof shall be deemed reasonably
related to the business currently conducted by the Borrowers and the Subsidiaries on the Original
Closing Date); provided, however that an amount up to $15,000,000 (or such greater
amount as may be approved in writing by the Administrative Agent) in aggregate purchase price may
be expended by the Loan Parties to acquire any other business or business activity after the
Restatement Effective Date of a type of business or business activity other than the business
currently conducted by the Borrower and their Subsidiaries on the Original Closing Date and
activities reasonably related or incidental thereto so long as such acquisition constitutes a
Permitted Business Acquisition, such acquisition does not exceed the dollar limitations
(individually or in the aggregate) set forth in Section 6.15(a) and such acquisition meets all of
the other requirements and conditions set forth in Section 6.15(a), (b) in the case of Holdings,
engage at any time in any business or business activity other than (i) the ownership of all the
outstanding capital stock of VSA, together with activities directly related thereto, (ii)
performance of its obligations under the Loan Documents and the other Transaction Documents and the
related transactions; and (iii) if applicable, actions required by law to maintain its status as a
corporation, and (c) in the case of VSA, engage at any time in any business or business activity
other than (i) the ownership of all the outstanding Capital Stock of the Borrowers (other



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than VSA), together with activities directly related thereto, (ii) performance of its
obligations under the Loan Documents and the other Transaction Documents and the Related
Transactions; and (iii) if applicable, actions required by law to maintain its status as a
corporation. Neither Holdings nor any Borrower shall create or acquire any Subsidiaries on or
after the Restatement Effective Date, except in compliance with Section 5.11.



     Section 6.9. Material Agreements; Constituent Documents. (a) (i) Enter into any
Service Contract other than a Permitted Service Contract, (ii) sell, assign, transfer or otherwise
dispose of any right under or interest in any Service Contract (other than under the Security
Documents or to another Loan Party) except in connection with a transaction permitted by Sections
6.4, 6.5 or 6.6 or (iii) amend or modify any Service Contract in any way if such Service Contract
as amended would not constitute a Permitted Service Contract if it were entered into on the date of
such amendment or modification or would otherwise result in a Material Adverse Effect.



     (b) (i) Directly or indirectly, make any payment, retirement, repurchase or redemption on
account of the principal of or directly or indirectly prepay or defease (x) any of the Holdings
Subordinated Notes, or any other Indebtedness subordinated in right of payment to the Obligations
and (y) if an Event of Default has occurred, any other Indebtedness (other than the Obligations),
in each case prior to the stated maturity date of such Indebtedness, (ii) make any payment or
prepayment of any such Indebtedness that would violate the terms of this Agreement or of such
Indebtedness, any agreement or document evidencing, related to or securing the payment or
performance of such Indebtedness or any subordination agreement or provision applicable to such
Indebtedness or (iii) pay in cash any amount in respect of such Indebtedness that may at the
Borrowers’ option be paid in kind thereunder.



     (c) Amend or modify in any manner adverse to the Lenders, or grant any waiver or release under
or terminate in any manner (if such action shall be adverse to the Lenders), the articles or
certificate of incorporation or bylaws, or memorandum and articles of association. of any Loan
Party or any of their respective Subsidiaries.



     (d) Amend or modify the Holdings Subordinated Note Indenture, any other Holdings Subordinated
Note Document, or any other document or agreement governing or evidencing any other Indebtedness
subordinated in right of payment to the Obligations if the effect of such amendment or modification
is to (i) increase the interest rate applicable to the Holdings Subordinated Notes, Deferred
Subordinated Note Interest, any other Indebtedness governed or evidenced thereby, (ii) change to an
earlier date the scheduled dates of payment of any component of principal, interest or other
amounts thereon, (iii) increase principal prepayments or amortization payments thereon, (iv) alter
the redemption, prepayment or subordination provisions thereof, (v) add to or alter the covenants
(including without limitation financial covenants), defaults and events of default set forth
therein in a manner that would make such provisions more onerous or restrictive to Holdings or any
Subsidiary, or (v) otherwise increase the obligations of any Loan Party or any Subsidiary in
respect of the Holdings Subordinated Notes, Deferred Subordinated Note Interest, or other
Indebtedness governed thereby or confer additional rights upon the holders thereof which
individually or in the aggregate would be adverse to any Loan Party or any of its Subsidiaries or
to the Administrative Agent or the Lenders.



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     Section 6.10. Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the
last day of any Quarterly Fiscal Period ending during the period set forth below to be less than
the ratio set forth below for such period:



	 	 	 	 	 
	 	 	Minimum Interest
	Applicable Period:	 	Coverage Ratio
	Quarterly Fiscal Periods ending on March 31, 2009 and
June 30, 2009
	 	 	2.10 to 1.00	 
	Quarterly Fiscal Periods ending on September 30, 2009
through and including March 31, 2010
	 	 	2.15 to 1.00	 
	Quarterly Fiscal Periods ending on June 30, 2010 and
September 30, 2010
	 	 	2.25 to 1.00	 
	Quarterly Fiscal Period ending on December 31, 2010
	 	 	2.40 to 1.00	 
	Quarterly Fiscal Period ending on March 31, 2011
	 	 	2.60 to 1.00	 
	Quarterly Fiscal Period ending on June 30, 2011
	 	 	2.70 to 1.00	 
	Quarterly Fiscal Period ending on September 30, 2011
	 	 	2.80 to 1.00	 
	All Quarterly Fiscal Periods ending thereafter
	 	 	3.00 to 1.00	 






     Section 6.11. Total Leverage Ratio. Permit the Total Leverage Ratio as of the end of
any Quarterly Fiscal Period ending during the period set forth below to be greater than the ratio
set forth below for such Quarterly Fiscal Period:



	 	 	 	 	 
	 	 	Maximum Total
	Applicable Period	 	Leverage Ratio
	Quarterly Fiscal Periods ending on March 31, 2009 and June
30, 2009
	 	 	3.60 to 1.00	 
	Quarterly Fiscal Periods ending on September 30, 2009
through and including March 31, 2010
	 	 	3.50 to 1.00	 
	Quarterly Fiscal Period ending on June 30, 2010
	 	 	3.25 to 1.00	 
	Quarterly Fiscal Period ending on September 30, 2010
	 	 	3.20 to 1.00	 
	Quarterly Fiscal Period ending on December 31, 2010
	 	 	3.10 to 1.00	 
	Quarterly Fiscal Period ending on March 31, 2011
	 	 	3.00 to 1.00	 
	Quarterly Fiscal Period ending on June 30, 2011
	 	 	2.75 to 1.00	 
	All Quarterly Fiscal Periods ending thereafter
	 	 	2.50 to 1.00	 






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     Section 6.12. Senior Leverage Ratio. Permit the Senior Leverage Ratio as of the end
of any Quarterly Fiscal Period ending during the period set forth below to be greater than the
ratio set forth below for such Quarterly Fiscal Period:



	 	 	 	 	 
	 	 	Maximum Senior
	Applicable Period	 	Leverage Ratio
	Quarterly Fiscal Periods ending on March 31, 2009 and June
30, 2009
	 	 	2.15 to 1.00	 
	Quarterly Fiscal Periods ending on September 30, 2009
through and including March 31, 2010
	 	 	2.00 to 1.00	 
	Quarterly Fiscal Periods ending on June 30, 2010 and
September 30, 2010
	 	 	1.85 to 1.00	 
	Quarterly Fiscal Period ending on December 31, 2010
	 	 	1.70 to 1.00	 
	Quarterly Fiscal Period ending on March 31, 2011
	 	 	1.60 to 1.00	 
	Quarterly Fiscal Period ending on June 30, 2011
	 	 	1.45 to 1.00	 
	All Quarterly Fiscal Periods ending thereafter
	 	 	1.25 to 1.00	 






     Section 6.13. Capital Stock. (a) Issue any Capital Stock of any of the Borrowers or
any Subsidiary, except (i) shares of Capital Stock issued to Loan Parties and pledged to the
Administrative Agent pursuant to the Pledge Agreement, (ii) shares of Capital Stock of Canadian
Foreign Subsidiaries permitted to be issued pursuant to Section 6.4(a)(v) to the extent that the
requirements of Section 5.11 are met, and (iii) shares of Capital Stock of any Subsidiary that
constitutes a Non-Wholly-Owned Entity permitted to be issued pursuant to Section 6.4(a)(vi) to the
extent that the requirements of Section 5.11 are met; or (b) sell, transfer, lease or otherwise
dispose of, or make subject to any subscription, option, warrant, call, right or other agreement or
commitment of any nature, the Capital Stock of any Subsidiary, other than (i) pursuant to the
Security Documents, (ii) pursuant to a transaction permitted pursuant to Sections 6.4 or 6.5 and
(iii) with respect to directors’ qualifying shares.



     Section 6.14. Foreign Revenues. Permit revenues of Subsidiaries located in countries
other than the United States or Canada in any Annual Fiscal Period to be greater than 25% of the
consolidated revenues of the Loan Parties in such Annual Fiscal Period.



     Section 6.15. Limitations with respect to Capital Expenditures. Make any Capital
Expenditures, including, without limitation, Consolidated Service Contract Capital Expenditures,
except to the extent expressly permitted under paragraphs (a) through (d), inclusive, of this
Section 6.15.



     (a) Maximum Total Capital Expenditures. Holdings and its Subsidiaries on a
consolidated basis shall not make Capital Expenditures (including, without limitation, Capital
Expenditures in respect of any existing or new service contracts) during any of the following
periods that exceed in the aggregate the amount set forth below opposite of such period:



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	 	 	Maximum Total Capital
	Applicable Period	 	Expenditures per Period
	2009 Annual Fiscal Period
	 	$	35,000,000	 
	2010 Annual Fiscal Period
	 	$	35,000,000	 
	2011 Annual Fiscal Period
	 	$	20,000,000	 
	2012 Annual Fiscal Period
	 	$	20,000,000	 






     ; provided, however, that:




          (i) for purposes of determining compliance with the Capital Expenditure covenant
set forth above in this paragraph (a), the amount of permitted Capital Expenditures
referenced above will be increased in any applicable period by the positive amount (the
“Carry Over Amount”) equal to the lesser of 50% of the amount of permitted
Capital Expenditures for the immediately prior Annual Fiscal Period (without giving
effect to any carryover permitted under this proviso), and (ii) the amount (if any)
equal to the positive difference obtained by taking the Capital Expenditures limit
specified above for the immediately prior Annual Fiscal Period (without giving effect to
any carryover permitted under this proviso) minus the actual amount of any Capital
Expenditures expended during such immediately prior Annual Fiscal Period, and for
purposes of measuring compliance herewith, the Carry Over Amount for any applicable
period set forth above shall be deemed to be the last amount spent on Capital
Expenditures in the next succeeding applicable period;




          (ii) notwithstanding the foregoing, no Carry Over Amounts from the Fiscal Years
2005 through 2007 shall be permitted to be applied to the Fiscal Years 2008 through
2010; and




          (iii) for purposes of determining compliance with the Capital Expenditure covenant
set forth above in this paragraph (a), there shall be excluded from Capital
Expenditures, any Capital Expenditures in respect of the Vancouver Exhibition &
Convention Center to the extent and only to the extent made from funds in an amount not
to exceed $4,100,000 on deposit in deposit account number 2000023971004 of Borrowers
with Wachovia Bank, N.A. in existence on the date of this Agreement, and provided such
deposit account is subject to a Control Agreement on and after the date of this
Agreement.



     (b) Consolidated Service Contract Capital Expenditures made with any return of capital or
repayment of Indebtedness with respect to Capital Expenditures otherwise permitted under this
Section 6.15 when initially made or existing on the Restatement Effective Date.



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     (c) Capital Expenditures made with (i) proceeds of asset sales described in the first proviso
of the definition of “Asset Sale Proceeds”, (ii) proceeds of insurance awards described in the
first proviso of the definition of “Insurance Proceeds” and (iii) unamortized contract value
proceeds described in the first proviso of the definition of “Unamortized Contract Value Proceeds”,
each of which are otherwise available for reinvestment to fund Consolidated Service Contract
Capital Expenditures.



     (d) Capital Expenditures made with the proceeds from the issuance of Capital Stock of Holdings
described in clause (b) of the first parenthetical phrase of the definition of “Equity Offering
Proceeds”, to the extent such proceeds are not required to prepay the Obligations under Section
2.10 or Section 4.2, and are not applied to investments permitted under Sections 6.4(k) and 6.5(a).



     Section 6.16. Dividends and Distributions. Authorize, declare or pay, or permit any
of its Subsidiaries to authorize, declare or pay, any Distributions; provided, however,
that:



     (a) any Subsidiary of the Borrowers may declare and pay cash Distributions to any Loan Party,
or in the case of any Subsidiary that is a Non-Wholly-Owned Entity, to any Borrower or any
Subsidiary and to each other owner of Capital Stock of such Non-Wholly-Owned Entity on a pro rata
basis (or more favorable basis from the perspective of such Borrower or such Subsidiary) based on
their relative ownership interests;



     (b) any Borrower or any Subsidiary may purchase or redeem the Capital Stock of any minority
shareholder or equity holders of a Non-Wholly Owned Entity in which any Borrower or any Subsidiary
also owns Capital Stock, provided that that such purchase or redemption results in such
Non-Wholly-Owned Entity becoming a Wholly-Owned Subsidiary and a Loan Party, and (ii) no Default or
Event of Default exists or would result therefrom;



     (c) the Borrowers may make Distributions consisting of Dividends or payments on the Borrower
Intercompany Indebtedness to Holdings for the purpose of funding Holdings Administrative Expenses
in an amount not to exceed during any Annual Fiscal Period the lesser of (i) $1,000,000 or (ii) the
amounts budgeted therefor in the Borrower’s Projections most recently delivered to the
Administrative Agent prior to the date of this Agreement or Section 5.4(f), as the case may be;



     (d) the Borrowers and any Subsidiary may make Distributions consisting of Dividends or
payments on the Borrower Intercompany Indebtedness and Guarantees thereof, directly or indirectly,
to Holdings for the purpose of funding tax liabilities of Holdings that are payable in cash, in
each case to the extent incurred by Holdings in connection with its direct or indirect ownership of
its Subsidiaries;



     (e) [Reserved].



     (f) subject to the terms of Article 10 of the Holdings Subordinated Note Indenture and so long
no Interest Deferral Period is in effect pursuant to Section 6.18, Holdings may pay the Deferred
Subordinated Note Interest on each Subordinated Note Interest Payment Date from Available Cash;
provided that Deferred Subordinated Note Interest may only be paid to the



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extent that after giving pro forma effect to the amount of Deferred Subordinated Note Interest
to be paid, the Senior Leverage Ratio measured as of the last day of the most recently ended
Monthly Fiscal Period for which a Monthly Report has been delivered would be less than 1.25:1.00;
provided, further that if the Monthly Report for the most recently ended Monthly
Fiscal Period has not been timely delivered in accordance with Section 5.4(a), no payments of
Deferred Subordinated Note Interest may be paid under this paragraph (f).



     Section 6.17. Management Fees. Authorize, pay, or permit any of its Subsidiaries to
authorize or pay, any management fees to any Person; provided, however, that Holdings may authorize
and pay management fees to Sponsor (or any Affiliate thereof) in an aggregate amount of not more
than $1,000,000 per Fiscal Year plus reasonable transaction fees in connection with Permitted
Acquisitions, Asset Sales and the incurrence of Indebtedness, acting as manager of Holdings
pursuant to a management agreement entered into after the consummation of the Merger, in each case
so long as no Default or Event of Default exists or would result therefrom.



     Section 6.18. Deferral of Subordinated Note Interest. Pay any interest on the
Holdings Subordinated Notes or any Deferred Subordinated Note Interest otherwise due and payable on
any Subordinated Note Interest Payment Date if, on such Subordinated Note Interest Payment Date,
(a) the Interest Coverage Ratio, the Total Leverage Ratio or the Senior Leverage Ratio as of the
last day of the most recently ended Quarterly Fiscal Period for which a Quarterly Report has been
delivered does not meet the threshold required in clauses (i), (ii) or (iii), respectively, below,
as reported in such Quarterly Report, or (b) the Quarterly Report for the Quarterly Fiscal Period
immediately preceding such Subordinated Note Interest Payment Date is not timely delivered to the
Lenders pursuant to Section 5.4(a) for such Quarterly Fiscal Period. If one or more of the
conditions described in the immediately preceding clauses (a) and (b) exist, then the payment of
interest on the Holdings Subordinated Notes and on Deferred Subordinated Note Interest otherwise
due and payable on such Subordinated Note Interest Payment Date shall be deferred, and such
deferred interest shall not be required to be paid, prior to December 18, 2008. Payment of
interest on a Subordinated Note Interest Payment Date will be deferred on the Holdings Subordinated
Notes if on the last day of the Quarterly Fiscal Period for which a Quarterly Report was most
recently delivered prior to such Subordinated Note Interest Payment Date:



          (i) The Interest Coverage Ratio is less than 1.90 to 1.00;




          (ii) The Total Leverage Ratio is greater than 4.95 to 1.00; or




          (iii) The Senior Leverage Ratio is greater than 2.30x 1.00.



Notwithstanding the foregoing or any other provision of any Loan Document, but subject to the terms
of Article 10 of the Holdings Subordinated Note Indenture, after December 10, 2008, the payment of
interest on the Holdings Subordinated Notes may be deferred for no more than ten (10) Subordinated
Note Interest Payment Dates in the aggregate during any subsequent five-year period during which
the Holdings Subordinated Notes are outstanding, before current interest payments, including
interest on Deferred Subordinated Note Interest, must be resumed; provided, however, that for
purposes of calculating the foregoing limitation, (x) any payment of deferred


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interest by Holdings will be applied, first, to the interest payment, including interest on
Deferred Subordinated Note Interest, that (but for the deferral) would have been required to be
made on the most recent Subordinated Note Interest Payment Date on which interest was deferred, and
thereafter (to the extent of any excess), successively, to the interest payment, including interest
on Deferred Subordinated Note Interest, that (but for the deferral) would have been required to be
made on each next preceding Subordinated Note Interest Payment Date on which interest was deferred,
and (y) the number of Subordinated Note Interest Payment Dates for which interest will be treated
as being deferred will be reduced by the number of Subordinated Note Interest Payment Dates, if
any, with regard to which interest was treated as paid in full pursuant to the foregoing ordering
rule; and (iii) the payment of interest on the Holdings Subordinated Notes shall not be deferred
(A) after December 10, 2008 unless all Deferred Subordinated Note Interest accrued on and prior to
December 10, 2008 (together with accrued and unpaid interest thereon) has been paid in cash or (B)
if an Event of Default (as defined in the Holdings Subordinated Note Indenture) has occurred and is
continuing and payment of the Holdings Subordinated Notes has been accelerated. Notwithstanding
anything contained in the Loan Documents to the contrary, but subject to the provisions of Article
10 of the Holdings Subordinated Note Indenture, all Deferred Subordinated Note Interest, all unpaid
interest thereon and all unpaid interest on the Holdings Subordinated Notes may be paid on December
10, 2008.



Payments of current interest on the Holdings Subordinated Notes and current interest on Deferred
Subordinated Note Interest may resume on any Subordinated Note Interest Payment Date if on the last
day of the second Monthly Fiscal Period ending immediately preceding such Subordinated Note
Interest Payment Date, (x) the Interest Coverage Ratio is greater than the level set forth above
and the Total Leverage Ratio and the Senior Leverage Ratio are less than the levels set forth
above, and (y) all conditions set forth in Section 6.16(f) have been satisfied. Payments of
Deferred Subordinated Note Interest may resume on any Subordinated Note Interest Payment Date if on
the last day of the second Monthly Fiscal Period ending immediately preceding such Subordinated
Note Interest Payment Date, (x) the Interest Coverage Ratio is greater than the level set forth
above and the Total Leverage Ratio and the Senior Leverage Ratio are less than the levels set forth
above, all on a subsequent Subordinated Note Interest Payment Date and (y) all conditions set forth
in Section 6.16(f) have been satisfied.




     Section 6.19. [RESERVED]



     Section 6.20. [RESERVED]



     Section 6.21. [RESERVED]



     Section 6.22. Restrictions on Intercompany Transfers; Negative Pledge Clauses.



     (a) Restrictions on Intercompany Transfers. Directly or indirectly enter into or
become bound by any agreement, instrument, indenture or other obligation (other than this Agreement
and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the
consent of any Person with respect to the payment of dividends or distributions or the making or
repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between the
Borrowers, except in each case for prohibitions or restrictions existing under or by reason of: (i)
this Agreement and the other Loan Documents; (ii) applicable law; (iii) restrictions



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in effect on the date of this Agreement contained in the Holdings Subordinated Note Indenture
as in effect on the date of this Agreement, and, if the Indebtedness under the Holdings
Subordinated Notes is renewed, extended or refinanced, restrictions in the agreements governing the
renewed, extended or refinancing Indebtedness (and successive renewals, extensions and refinancings
thereof) if such restrictions taken as a whole are no more restrictive than those contained in the
agreements governing the Indebtedness being renewed, extended or refinanced, (iv) customary
non-assignment provisions with respect to leases or licensing agreements entered into by the
Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business
and consistent with past practices, (v) any restriction or encumbrance with respect to any asset of
the Borrowers or any of their Subsidiaries imposed pursuant to an agreement which has been entered
into for the sale or disposition of such assets or all or substantially all of the capital stock or
assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement;
(vi) customary provisions in joint venture agreements and other similar agreements, which place
restrictions on distributions of the property or assets of the joint venture entity to the joint
venture partners and/or restrictions on the granting of liens on property or assets owned by the
joint venture entity (but not any Loan Party), entered into in the ordinary course of business in
connection with joint ventures permitted under this Agreement, and (vii) customary net worth
limitations in leases.




     (b) Negative Pledge Clauses. Directly or indirectly become a party to any agreement,
note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien
on any of its properties or other assets in favor of the Administrative Agent on behalf of the
Secured Parties, except (i) this Agreement and the other Loan Documents; (ii) restrictions in
effect on the date of this Agreement contained in the Holdings Subordinated Note Indenture as in
effect on the date of this Agreement, and, if the Indebtedness under the Holdings Subordinated
Notes is renewed, extended or refinanced, restrictions in the agreements governing the renewed,
extended or refinancing Indebtedness (and successive renewals, extensions and refinancings thereof)
if such restrictions taken as a whole are no more restrictive than those contained in the
agreements governing the Indebtedness being renewed, extended or refinanced, (iii) customary
non-assignment provisions with respect to leases or licensing agreements entered into by the
Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business
and consistent with past practices, (iv) operating leases, Capital Leases or Licenses which
prohibit Liens upon the assets or properties that are subject to such operating lease, Capital
Lease or License, (v) any restriction or encumbrance with respect to any asset of the Borrowers or
any of their Subsidiaries imposed pursuant to an agreement which has been entered into for the sale
or disposition of such assets or all or substantially all of the capital stock or assets of such
Subsidiary, so long as such sale or disposition is permitted under this Agreement; (vi) customary
provisions in joint venture agreements and other similar agreements, which place restrictions on
distributions of the property or assets of the joint venture entity to the joint venture partners
and/or restrictions on the granting of liens on the property or assets owned by the joint venture
entity (but not any Loan Party), entered into in the ordinary course of business in connection with
joint ventures permitted under this Agreement, (vii) restrictions on Liens set forth in any Service
Contracts to the extent and only to the extent any such restrictions would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (viii) restrictions on Liens set
forth in any Service Contracts to the extent and only to the extent that such provisions restrict
liens on real property, improvements thereon, fixtures affixed thereto or other tangible property
(other than equipment and inventory), in each case located at the venue(s) to which such



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Service Contract relates, (ix) any Permitted Lien Restriction, and (x) any Permitted JV Lien
Restriction.



     Section 6.23. Speculative Transactions. Engage in any transaction involving commodity
options, futures contracts or similar transactions, except solely to hedge against fluctuations in
the prices of commodities owned or purchased by it and the values of foreign currencies receivable
or payable by it and interest swaps, caps or collars.



     Section 6.24. Change of Corporate Name or Location; Change of Fiscal Year. (a) Change
its name as it appears in official filings in the state of its incorporation or other organization
(b) change its chief executive office, principal place of business, corporate offices or warehouses
or the locations at which Collateral is held or stored, or the location of its records concerning
the Collateral as indicated on the Schedules to the Security Agreement, (c) change the type of
entity that it is, (d) change its organization identification number, if any, issued by its state
of incorporation or other organization, or (e) change its state of incorporation or organization,
in each case without at least 10 days prior written notice to the Administrative Agent and after
the Administrative Agent’s written acknowledgment that any reasonable action requested by the
Administrative Agent in connection therewith, including to continue the perfection of any Liens in
favor of Administrative Agent, on behalf of the Secured Parties, in any Collateral, has been
completed or taken, and provided that any such new location shall be in the continental United
States. No Loan Party shall change its Fiscal Year.



     Section 6.25. Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Fixed
Charge Coverage Ratio for Holdings and its consolidated Subsidiaries at the end of each Quarterly
Fiscal Period set forth below (for the twelve-month fiscal period then ended as of each such
Quarterly Fiscal Period) to be less than the ratio set forth below for such Quarterly Fiscal
Period:



	 	 	 	 	 
	 	 	Minimum Fixed
	 	 	Charge Coverage
	Applicable Quarterly Fiscal Period	 	Ratio
	Quarterly Fiscal Periods ending on March 31, 2009 through
and including and June 30, 2010
	 	 	0.60 to 1.00	 
	Quarterly Fiscal Periods ending on September 30, 2010 and December 31, 2010
	 	 	0.70 to 1.00	 
	Quarterly Fiscal Period ending on March 31, 2011
	 	 	0.85 to 1.00	 
	Quarterly Fiscal Periods ending on June 30, 2011 and September 30, 2011
	 	 	1.00 to 1.00	 
	All Quarterly Fiscal Periods ending thereafter
	 	 	1.10 to 1.00	 






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ARTICLE VII




EVENTS OF DEFAULT




     Section 7.1. Events of Default. If any of the following events (“Events of
Default”) occur:



     (a) any representation, warranty or certification made or deemed made by any Loan Party in any
Loan Document, or any representation, warranty, statement or information contained in any report,
certificate, financial statement or other instrument furnished in connection with or pursuant to
any Loan Document, shall be false or misleading in any material respect when so made, deemed made
or furnished by such Loan Party;



     (b) failure to pay any principal of any Loan or other Obligation when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof
or by acceleration thereof or otherwise;



     (c) failure to pay interest on any Loan or any other Obligation or to pay any Fees or any
other amount (other than an amount referred to in (b) above) due under any Loan Document, when and
as the same shall become due and payable, and such failure shall continue unremedied for a period
of three (3) Business Days or more;



     (d) failure of any Loan Party to observe or perform any covenant, condition or agreement
contained in Sections 5.1(a) (with respect to any Borrower or Holdings), 5.4, 5.5(a), 5.8, 5.11,
5.17, 5.18(a), 5.19 or in Article VI;



     (e) failure of any Loan Party to observe or perform any covenant, condition or agreement
contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such
failure shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof
from the Administrative Agent or the Required Lenders to the Borrower or (ii) any Responsible
Officer of any Loan Party having actual knowledge thereof;



     (f) failure of any Loan Party or any of its Subsidiaries to observe or perform any term,
covenant, condition or agreement contained in any other agreement or instrument evidencing or
governing the Holdings Subordinated Notes, or any other Indebtedness (other than any Indebtedness
under any Loan Document) having an aggregate principal or notional amount in excess of $5,000,000,
if the effect of any such failure is to cause, or to permit the holder or holders of such
Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse
of time or both) to cause, such Indebtedness to become due prior to its stated maturity, or any
Loan Party or any of its Subsidiaries shall (i) fail to pay any principal in respect of any such
Indebtedness at the stated maturity thereof or (ii) fail to pay any interest with respect to the
Holdings Subordinated Notes, including any Deferred Subordinated Note Interest, when due;



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in
a court of competent jurisdiction seeking (i) relief in respect of any Loan Party or any of its
Subsidiaries, or of a substantial part of the property or assets of such Loan Party or any of its
Subsidiaries, under Title 11 of the United States Code, as now constituted or hereafter amended,



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or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for such Loan Party or any of its Subsidiaries or for a substantial part of the property
or assets of such Loan Party or any of its Subsidiaries or (iii) the winding-up or liquidation of
such Loan Party or any of its Subsidiaries; and such proceeding or petition shall continue
undismissed for 60 days or more or an order or decree approving or ordering any of the foregoing
shall be entered;



     (h) any Loan Party or any of its Subsidiaries shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for such Loan Party or such Subsidiary or for a substantial part of the property or assets
of such Loan Party or such Subsidiary, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as
they become due or (vii) take any action for the purpose of effecting any of the foregoing;



     (i) one or more judgments for the payment of money in an aggregate amount in excess of
$5,000,000 (except to the extent covered by insurance as to which the insurer has acknowledged in
writing its obligation to cover) or non-monetary judgments that would have a Material Adverse
Effect shall be rendered against any Loan Party or any of its Subsidiaries 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 levy upon assets or properties of the affected Loan Party or Subsidiary to enforce any
such judgment;



     (j) (i) a Reportable Event or Reportable Events (other than with respect to which the
requirement of notice thereof to the PBGC is waived), or a failure to make a required installment
or other payment (within the meaning of Section 412(n)(1)(A) of the Code), shall have occurred with
respect to any Plan or Plans, (ii) a trustee shall be appointed by a United States district court
to administer any Plan or Plans, (iii) the PBGC shall institute proceedings (including giving
notice of intent thereof) to terminate any Plan or Plans or any Borrower or any ERISA Affiliate
shall file for a distress termination of a Plan under Section 4041(c) of ERISA, (iv) Holdings, any
Borrower or any ERISA Affiliate shall have been notified by the sponsor of a multiemployer Plan
that it has incurred Withdrawal Liability to such Multiemployer Plan, (v) such Borrower or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization, insolvent or is being terminated, within the meaning of
Title IV of ERISA, (vi) Holdings, any Borrower or any ERISA Affiliate shall engage in any
“prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving
any Plan, (vii) any other similar event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vii) above, such event or condition, together with all
other such events or conditions, if any, would reasonably be expected to involve taxes, penalties
or other liabilities affecting Holdings, any Borrower or any ERISA Affiliate in an



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aggregate amount in excess of $5,000,000 or require payments with respect to such taxes,
penalties or other liabilities exceeding $5,000,000 in the aggregate;



     (k) (i) any Guarantee Agreement, any other Loan Document or any provision thereof shall for
any reason cease to be, or shall be asserted by a Loan Party not to be, a legal, valid and binding
obligation of any party thereto, (ii) any Guarantor or any Person acting for or on behalf of such
Guarantor shall deny or disaffirm such Guarantor’s obligations under the Guarantee Agreement to
which it is a party, (iii) any Guarantor shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to the Guarantee
Agreement to which it is a party; or (iv) any security interest purported to be created by any
Security Document shall cease to be, or shall be asserted by a Loan Patty not to be, a valid,
perfected, first priority (except as otherwise expressly provided in this Agreement or such
Security Document) security interest in the securities, assets or properties covered thereby;



     (l) any taxation authority recharacterizes as equity any of the indebtedness of any Borrower
or Holdings, or their respective affiliates or otherwise denies any interest deduction for
Holdings, any Borrower or its respective affiliates contemplated in the Prospectus, or Canadian or
U.S. withholding taxes that were not contemplated by and disclosed in the Prospectus shall be
assessed on any payments made by Holdings, any Borrower or its affiliates in respect the Holdings
Subordinated Notes, the Revolving Credit Commitments, the Term Loan or the other Loan Documents,
with the result in each case that there is a Material Adverse Effect;



     (m) there shall have occurred a Change of Control; or



     (n) failure of any Loan Party or any of its Subsidiaries to observe or perform any Service
Contract where such failure could reasonably be expected to result in a Material Adverse Effect;


then, and in every such event (other than an event with respect to any Borrower described in
Section 7.1(g) or (h) above), and at any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrowers,
take any or all of the following actions, at the same or different times: (i) terminate forthwith
the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole
or in part, (iii) demand cash collateral pursuant to Section 2.18(c)(ii), (iii) exercise all
remedies contained in any other Loan Document, and (iv) exercise any other remedies available at
law or in equity, whereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and any unpaid accrued fees and all other liabilities of the
Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrowers and Holdings, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to the applicable
Borrower described in Section 7.1(g) or (h) above, the Commitments shall automatically terminate,
the principal of the Loans then outstanding, together with accrued interest thereon, all unpaid
accrued fees and all other liabilities of such Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable and the Administrative Agent shall be deemed
to have made a demand for cash collateral to the full extent permitted under Section 2.18(c)(ii),
without presentment, demand, protest or any other


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notice of any kind, all of which are hereby expressly waived by such Borrower, anything contained
herein or in any other Loan Document to the contrary notwithstanding.




     Section 7.2. Certain Loan Party Waivers. Except as otherwise provided for in this
Agreement or by applicable law, each Loan Party waives (including for purposes of Section 9.21):
(a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to
accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts, contract rights,
documents, instruments, chattel paper and guaranties at any time held by the Administrative Agent
on which any Loan Party may in any way be liable, and hereby ratifies and confirms whatever the
Administrative Agent may do in this regard, (b) all rights to notice and a hearing prior to the
Administrative Agent’s taking possession or control of, or to the Administrative Agent’s replevy,
attachment or levy upon, the Collateral or any bond or security that might be required by any court
prior to allowing the Administrative Agent to exercise any of its remedies, and (c) the benefit of
all valuation, appraisal, marshaling and exemption laws.



ARTICLE VIII




AGENTS AND LENDERS




     Section 8.1. Assignment and Participations.



     (a) Subject to the terms of this Section 8.1, any Lender may make an assignment to a Qualified
Assignee of, or sell participations in, at any time or times, the Loan Documents, Loans, Letter of
Credit Obligations and any Commitment or any portion thereof or interest therein, including any
Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a
Lender shall: (i) require the consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed with respect to a Qualified Assignee and which consent shall not
be required with respect to a Lender or an assignment to an Affiliate of a Lender) and the
execution of an assignment agreement (an “Assignment and Acceptance Agreement”)
substantially in the form attached hereto as Exhibit B and otherwise in form and substance
reasonably satisfactory to, and acknowledged by, the Administrative Agent; (ii) be conditioned on
such assignee Lender representing to the assigning Lender and the Administrative Agent that it is
purchasing the applicable Loans to be assigned to it for its own account, for investment purposes
and not with a view to the distribution thereof; (iii) after giving effect to any such partial
assignment, the assignee Lender shall have Commitments in an amount at least equal to $2,000,000 in
the case of Revolving Credit Commitments and, with respect to Term Loans, $1,000,000 (or such
lesser amounts as approved by the Administrative Agent and the Borrower Representative) and the
assigning Lender shall have retained Commitments in an amount at least equal to $2,000,000 in the
case of Revolving Credit Commitments and, with respect to Term Loans, $1,000,000 (or such lesser
amounts as approved by the Administrative Agent and the Borrower Representative); (iv) include a
payment to the Administrative Agent of an assignment fee of $3,500 (which assignment fee shall not
be payable in connection with an assignment to an Affiliate of a Lender); and (v) so long as no
Event of Default has occurred and is continuing, require the consent of Borrower Representative,
which shall not be unreasonably withheld or delayed and which consent shall not be required with
respect to assignments to a Lender or an assignment to an Affiliate of a Lender; provided, that,
notwithstanding the foregoing in this



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clause (v), the consent of Borrower Representative (not to be unreasonably withheld or delayed
and solely prior to an Event of Default) shall be required for any assignment of Revolving Credit
Commitments to a Lender or an Affiliate of a Lender which holds only Term Loans prior to giving
effect to such assignment. In the case of an assignment by a Lender under this Section 8.1, the
assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as
all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder
with respect to its Commitments or assigned portion thereof from and after the date of such
assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a
direct obligation of the Borrowers to the assignee and that the assignee shall be considered to be
a “Lender”. In all instances, each Lender’s liability to make Loans hereunder shall be several and
not joint and shall be limited to such Lender’s Applicable Percentage of the applicable Commitment.
In the event the Administrative Agent or any Lender assigns or otherwise transfers all or any part
of the Obligations, the Administrative Agent or any such Lender shall so notify the Borrower
Representative and the Borrowers shall, upon the request of the Administrative Agent or such
Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the
foregoing provisions of this Section 8.1(a), any Lender may at any time pledge the Obligations held
by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal
Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and
such Lender’s rights under this Agreement and the other Loan Documents to another investment fund
managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank
shall release such Lender from such Lender’s obligations hereunder or under any other Loan
Document.



     (b) Any participation by a Lender of all or any part of its Commitments shall be made with the
understanding that all amounts payable by the Borrowers hereunder shall be determined as if that
Lender had not sold such participation, and that the holder of any such participation shall not be
entitled to require such Lender to take or omit to take any action hereunder except actions
directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable
with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled
amortization of the principal amount of any Loan in which such holder participates or the final
maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other
than in accordance with the terms of this Agreement, the Security Documents or the other Loan
Documents). Solely for purposes of Sections 2.11, 2.13, 2.17 and 8.8, each Borrower acknowledges
and agrees that a participation shall give rise to a direct obligation of the Borrowers to the
participant and the participant shall be considered to be a “Lender”; provided that in no
event shall participant be entitled to greater compensation than the Lender who sold such
participation to such participant. Except as set forth in the preceding sentence no Borrower or
Loan Party shall have any obligation or duty to any participant. Neither the Administrative Agent
nor any Lender (other than the Lender selling a participation) shall have any duty to any
participant and may continue to deal solely with the Lender selling a participation as if no such
sale had occurred.



     (c) Except as expressly provided in this Section 8.1, no Lender shall, as between the
Borrowers and that Lender, or Administrative Agent and that Lender, be relieved of any of its
obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting
of participation in, all or any part of the Loans, the Notes or other Obligations owed to such
Lender.



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     (d) Any Lender may furnish any information concerning Loan Parties in the possession of such
Lender from time to time to assignees and participants (including prospective assignees and
participants); provided that such Lender shall obtain from assignees or participants
confidentiality covenants substantially equivalent to those contained in Section 9.15.



     (e) So long as no Event of Default has occurred and is continuing, no Lender shall assign or
sell participations in any portion of its Loans or Commitments to a potential Lender or
participant, if, as of the date of the proposed assignment or sale, the assignee Lender or
participant would be subject to capital adequacy or similar requirements under Section 2.11(b),
increased costs under Section 2.11(a), an inability to fund Eurodollar Loans under Section 2.12(a),
or withholding taxes in accordance with Section 2.17(a).



     (f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”), may grant to a special purpose funding vehicle (an “SPC”), identified as such
in writing by the Granting Lender to Administrative Agent and the Borrowers, the option to provide
to the Borrowers all or any part of any Loans that such Granting Lender would otherwise be
obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan; and (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by
an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if
such Loan were made by such Granting Lender. No SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain with the Granting
Lender). Any SPC may (i) with notice to, but without the prior written consent of, the Borrowers
and Administrative Agent and without paying any processing fee therefor assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial institutions (consented to by
the Borrowers and Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to
such SPC. This Section 8.1(f) may not be amended without the prior written consent of each
Granting Lender, all or any of whose Loans are being funded by an SPC at the time of such
amendment. For the avoidance of doubt, the Granting Lender shall for all purposes, including
without limitation, the approval of any amendment or waiver of any provision of any Loan Document
or the obligation to pay any amount otherwise payable by the Granting Lender under the Loan
Documents, continue to be the Lender of record hereunder.



     Section 8.2. Appointment of Administrative Agent. GECC is hereby appointed to act on
behalf of all Lenders as Administrative Agent under this Agreement and the other Loan Documents.
The provisions of this Section 8.2 are solely for the benefit of Administrative Agent and Lenders
and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of
the provisions hereof. In performing its functions and duties under this Agreement and the other
Loan Documents, Administrative Agent shall act solely as an agent of Lenders and does not assume
and shall not be deemed to have assumed any obligation toward or relationship of agency or trust
with or for any Loan Party or any other Person. Administrative Agent shall have no duties or
responsibilities except for those expressly set forth in this



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Agreement and the other Loan Documents. The duties of Administrative Agent shall be
mechanical and administrative in nature and Administrative Agent shall not have, or be deemed to
have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in
respect of any Lender. Except as expressly set forth in this Agreement and the other Loan
Documents, Administrative Agent shall not have any duty to disclose, and shall not be liable for
failure to disclose, any information relating to any Loan Party or any of their respective
Subsidiaries or any Account Debtor that is communicated to or obtained by GECC or any of its
Affiliates in any capacity. Neither Administrative Agent nor any of its Affiliates nor any of
their respective officers, directors, employees, agents or representatives shall be liable to any
Lender for any action taken or omitted to be taken by it hereunder or under any other Loan
Document, or in connection herewith or therewith, except for damages caused by its or their own
gross negligence or willful misconduct.



          If Administrative Agent shall request instructions from Required Lenders, Required Revolving
Lenders or all affected Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any other Loan Document, then Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until Administrative Agent shall
have received instructions from Required Lenders, Required Revolving Lenders or all affected
Lenders, as the case may be, and Administrative Agent shall not incur liability to any Person by
reason of so refraining. Administrative Agent shall be fully justified in failing or refusing to
take any action hereunder or under any other Loan Document (a) if such action would, in the opinion
of Administrative Agent, be contrary to law or the terms of this Agreement or any other Loan
Document, (b) if such action would, in the opinion of Administrative Agent, expose Administrative
Agent to Environmental Claims or (c) if Administrative Agent shall not first be indemnified to its
satisfaction against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have
any right of action whatsoever against Administrative Agent as a result of Administrative Agent
acting or refraining from acting hereunder or under any other Loan Document in accordance with the
instructions of Required Lenders, Required Revolving Lenders, or all affected Lenders, as
applicable.




     Section 8.3. Administrative Agent’s Reliance, Etc. Neither Administrative Agent nor
any of its Affiliates nor any of their respective directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them under or in connection with this
Agreement or the other Loan Documents, except for damages caused by its or their own gross
negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative
Agent: (a) may treat the payee of any Note as the holder thereof until Administrative Agent
receives written notice of the assignment or transfer thereof signed by such payee and in form
reasonably satisfactory to Administrative Agent; (b) may consult with legal counsel, independent
public accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to
any Lender for any statements, warranties or representations made in or in connection with this
Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to
the performance or observance of any of the terms, covenants or conditions of this Agreement or the
other Loan Documents on the part of any Loan Party or to inspect the Collateral (including the
books and records) of any Loan Party; (e) shall not be



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responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under
or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.



     Section 8.4. GECC and Affiliates. With respect to its Commitments hereunder, GECC
shall have the same rights and powers under this Agreement and the other Loan Documents as any
other Lender and may exercise the same as though it were not Administrative Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include GECC in its individual
capacity. GECC and its Affiliates may lend money to, invest in, and generally engage in any kind
of business with, any Loan Party, any of their Affiliates and any Person who may do business with
or own securities of any Loan Party or any such Affiliate, all as if GECC were not Administrative
Agent and without any duty to account therefor to Lenders. GECC and its Affiliates may accept fees
and other consideration from any Loan Party for services in connection with this Agreement or
otherwise without having to account for the same to Lenders. GECC or one or more of its Affiliates
has also purchased certain equity interests in Holdings and holds certain Holdings Subordinated
Notes. Each Lender acknowledges the potential conflict of interest between GECC as a Lender
holding disproportionate interests in the Loans, GECC or one or more of its affiliates as a
stockholder, or holder of Holdings Subordinated Notes and GECC as Administrative Agent.



     Section 8.5. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon Administrative Agent or any other Lender and based on the
financial statements referred to in Section 5.4(a) and such other documents and information as it
has deemed appropriate, made its own credit and financial analysis of the Loan Parties and its own
decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement. Each Lender acknowledges the potential conflict
of interest of each other Lender as a result of Lenders holding disproportionate interests in the
Loans, and expressly consents to, and waives any claim based upon, such conflict of interest.



     Section 8.6. Indemnification. Lenders agree to indemnify Administrative Agent (to the
extent not reimbursed by Loan Parties and without limiting the obligations of the Borrowers
hereunder), ratably according to their respective Applicable Percentages, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against Administrative Agent in any way relating to or arising out of this Agreement or
any other Loan Document or any action taken or omitted to be taken by Administrative Agent in
connection therewith; provided, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from Administrative Agent’s gross negligence or willful misconduct. Without
limiting the foregoing, each Lender agrees to reimburse Administrative Agent promptly upon demand
for its ratable share of any out-of-pocket expenses (including



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reasonable counsel fees) incurred by Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and each other Loan Document, to the extent that
Administrative Agent is not reimbursed for such expenses by Loan Parties.



     Section 8.7. Successor Administrative Agent. Administrative Agent may resign at any
time by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower
Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent who shall be a Lender or a Qualified Assignee. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the resigning Administrative Agent’s giving notice of
resignation, then the resigning Administrative Agent may, on behalf of Lenders, appoint a successor
Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment,
or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial
bank or financial institution if such commercial bank or financial institution is organized under
the laws of the United States of America or of any State thereof and has a combined capital and
surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant
to the foregoing, within 30 days after the date such notice of resignation was given by the
resigning Administrative Agent, such resignation shall become effective and the Required Lenders
shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any,
as the Required Lenders appoint a successor Administrative Agent as provided above. Any successor
Administrative Agent appointed by Required Lenders hereunder (or by the Administrative Agent on
behalf of the Required Lenders) shall be subject to the approval of Borrower Representative, such
approval not to be unreasonably withheld or delayed; provided that (x) such approval shall not be
required if a Default or an Event of Default has occurred and is continuing and (y) such approval
shall not be required if the successor Administrative Agent is a Revolving Lender with Revolving
Loan Commitments of at least $10,000,000 and the Administrative Agent or the Required Lenders shall
have consulted with Borrowers prior to such appointment. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the
resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent or the effective date of the
resigning Administrative Agent’s resignation, the resigning Administrative Agent shall be
discharged from its duties and obligations under this Agreement and the other Loan Documents,
except that any indemnity rights or other rights in favor of such resigning Administrative Agent
shall continue. After any resigning Administrative Agent’s resignation hereunder, the provisions
of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was acting as Administrative Agent under this Agreement and the other Loan Documents.



     Section 8.8. Setoff and Sharing of Payments. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default and subject to Section 8.9, each
Lender is hereby authorized at any time or from time to time, without notice to any Loan Party or
to any other Person, any such notice being hereby expressly waived, to offset and to appropriate



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and to apply any and all balances held by it at any of its offices for the account of any
Borrower or Guarantor (regardless of whether such balances are then due to such Borrower or
Guarantor) and any other properties or assets at any time held or owing by that Lender or that
holder to or for the credit or for the account of any Borrower or Guarantor against and on account
of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or
otherwise receiving any payment on account of the Obligations in excess of its Applicable
Percentage thereof shall purchase for cash (and the other Lenders or holders shall sell) such
participations in each such other Lender’s or holder’s Applicable Percentage of the Obligations as
would be necessary to cause such Lender to share the amount so offset or otherwise received with
each other Lender or holder in accordance with their respective Applicable Percentages (other than
offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.17). Each Lender’s
obligation under this Section 8.8 shall be in addition to and not in limitation of its obligations
to purchase a participation in an amount equal to its Applicable Percentage of the Swingline Loans
under Section 2.3. Each Loan Party that is a Borrower or Guarantor agrees, to the fullest extent
permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in
excess of its Applicable Percentage of the Obligations and may sell participations in such amounts
so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the
Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset,
bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if
such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of
such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or
payment otherwise received is thereafter recovered from the Lender that has exercised the right of
offset, the purchase of participations by that Lender shall be rescinded and the purchase price
restored without interest.



     Section 8.9. Advances; Payments; Non-Funding Lenders; Information; Actions in Concert.




     (a) Advances; Payments.




     (i) Revolving Lenders shall refund or participate in the Swingline Loan in accordance
with Sections 2.3. If the Swingline Lender declines to make a Swingline Advance or if
Swingline Availability is zero, Administrative Agent shall notify Revolving Lenders,
promptly after receipt of a Borrowing Request and in any event prior to 1:00 p.m. (New York
time) on the date such Borrowing Request is received, by telecopy, telephone or other
similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s
Applicable Percentage of such Revolving Loans available to Administrative Agent in same day
funds by wire transfer to Administrative Agent’s Collection Account not later than 1:00 p.m.
(New York time) on the requested funding date, in the case of an ABR Loan, and not later
than 12:00 p.m. (New York time) on the requested funding date, in the case of a Eurodollar
Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole
discretion, before receipt of such wire transfers), subject to the terms hereof,
Administrative Agent shall make the requested Revolving Loans to such Borrower designated by
the Borrower Representative in the Borrowing Request. All payments by each Revolving Lender
shall be made without setoff, counterclaim or deduction of any kind.



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     (ii) On the 2nd Business Day of each calendar week or more frequently at Administrative
Agent’s election (each, a “Settlement Date”), Administrative Agent shall advise each
Lender by telephone, or telecopy of the amount of such Lender’s Applicable Percentage of
principal, interest and Fees paid for the benefit of Lenders with respect to each applicable
Loan. Provided that each Lender has funded all payments or Loans required to be made by it
and has purchased all participations required to be purchased by it under this Agreement and
the other Loan Documents as of such Settlement Date, Administrative Agent shall pay to each
Lender such Lender’s Applicable Percentage of principal, interest and Fees paid by the
Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans
held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to
fund all such payments and Loans or failed to fund the purchase of all such participations,
Administrative Agent shall be entitled to set off the funding short-fall against that
Non-Funding Lender’s Applicable Percentage of all payments received from the Borrowers.
Such payments shall be made by wire transfer to such Lender’s account (as specified by such
Lender in Schedule 9.11 or the applicable Assignment and Acceptance Agreement) not later
than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.



     (b) Availability of Lender’s Applicable Percentage. Administrative Agent may assume
that each Revolving Lender will make its Applicable Percentage of each Revolving Loan available to
Administrative Agent on each funding date. If such Applicable Percentage is not, in fact, paid to
Administrative Agent by such Revolving Lender when due, Administrative Agent will be entitled to
recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction
of any kind. If any Revolving Lender fails to pay the amount of its Applicable Percentage
forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify Borrower
Representative and the Borrowers shall immediately repay such amount to Administrative Agent.
Nothing in this Section 8.9(b) or elsewhere in this Agreement or the other Loan Documents shall be
deemed to require Administrative Agent to advance funds on behalf of any Revolving Lender or to
relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to
prejudice any rights that the Borrowers may have against any Revolving Lender as a result of any
default by such Revolving Lender hereunder. To the extent that Administrative Agent advances funds
to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same
Business Day as such Advance is made, Administrative Agent shall be entitled to retain for its
account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender.



     (c) Return of Payments.




     (i) If Administrative Agent pays an amount to a Lender under this Agreement in the
belief or expectation that a related payment has been or will be received by Administrative
Agent from the Borrowers and such related payment is not received by Administrative Agent,
then Administrative Agent will be entitled to recover such amount from such Lender on demand
without setoff, counterclaim or deduction of any kind.




     (ii) If Administrative Agent determines at any time that any amount received by
Administrative Agent under this Agreement must be returned to any Borrower or paid to any
other Person pursuant to any insolvency law or otherwise, then, notwithstanding any



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other term or condition of this Agreement or any other Loan Document, Administrative
Agent will not be required to distribute any portion thereof to any Lender. In addition,
each Lender will repay to Administrative Agent on demand any portion of such amount that
Administrative Agent has distributed to such Lender, together with interest at such rate, if
any, as Administrative Agent is required to pay to any Borrower or such other Person,
without setoff, counterclaim or deduction of any kind.



     (d) Non-Funding Lenders. The failure of any Non-Funding Lender to make any Revolving
Loan or any payment required by it hereunder or to purchase any participation in any Swingline
Advance to be made or purchased by it on the date specified therefor shall not relieve any other
Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make
such Loan or purchase such participation on such date, but neither any Other Lender nor
Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make a Loan,
purchase a participation or make any other payment required hereunder. Notwithstanding anything
set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights
under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be
included in the calculation of “Required Lenders” or “Required Revolving Lenders” hereunder) for
any voting or consent rights under or with respect to any Loan Document. At Borrower
Representative’s request, Administrative Agent or a Person reasonably acceptable to Administrative
Agent shall have the right with Administrative Agent’s consent and in Administrative Agent’s sole
discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each
Non-Funding Lender agrees that it shall, at Administrative Agent’s request, sell and assign to
Administrative Agent or such Person, all of the Commitments of that Non-Funding Lender for an
amount equal to the principal balance of all Loans held by such Non-Funding Lender and all accrued
interest and fees with respect thereto through the date of sale, such purchase and sale to be
consummated pursuant to an executed Assignment and Acceptance Agreement.



     (e) Dissemination of Information. Administrative Agent shall use reasonable efforts
to provide Lenders with any notice of Default or Event of Default received by Administrative Agent
from, or delivered by Administrative Agent to, any Loan Party, with notice of any Event of Default
of which Administrative Agent has actually become aware and with notice of any action taken by
Administrative Agent following any Event of Default; provided, that Administrative Agent shall not
be liable to any Lender for any failure to do so, except to the extent that such failure is
attributable to Administrative Agent’s gross negligence or willful misconduct. Lenders acknowledge
that the Borrowers are required to provide Financial Statements and Collateral reports to Lenders
in accordance with Section 5.4 herein and agree that Administrative Agent shall have no duty to
provide the same to Lenders.



     (f) Actions in Concert. Anything in this Agreement to the contrary notwithstanding,
each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or
enforce its rights arising out of this Agreement or the Notes (including exercising any rights of
setoff) without first obtaining the prior written consent of Administrative Agent and Required
Lenders, it being the intent of Lenders that any such action to protect or enforce rights under
this Agreement and the Notes shall be taken in concert and at the direction or with the consent of
Administrative Agent or Required Lenders.



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ARTICLE IX




MISCELLANEOUS




     Section 9.1. Successors and Assigns. This Agreement and the other Loan Documents
shall be binding on and shall inure to the benefit of each Loan Party, Administrative Agent,
Lenders and their respective successors and assigns (including, in the case of any Loan Party, a
debtor-in-possession on behalf of such Loan Party), except as otherwise provided herein or therein.
No Loan Party may assign, transfer, hypothecate or otherwise convey its rights, benefits,
obligations or duties hereunder or under any of the other Loan Documents without the prior express
written consent of Administrative Agent and Lenders. Any such purported assignment, transfer,
hypothecation or other conveyance by any Loan Party without the prior express written consent of
Administrative Agent and Lenders shall be void. The terms and provisions of this Agreement are for
the purpose of defining the relative rights and obligations of each Loan Party, Administrative
Agent and Lenders with respect to the transactions contemplated hereby and no Person shall be a
third party beneficiary of any of the terms and provisions of this Agreement or any of the other
Loan Documents.



     Section 9.2. Complete Agreement; Modification of Agreement. The Loan Documents
constitute the complete agreement between the parties with respect to the subject matter thereof
and may not be modified, altered or amended except as set forth in Section 9.2. Any letter of
interest, commitment letter or fee letter (other than the GECC Fee Letter) or confidentiality
agreement, if any, between any Loan Party and Administrative Agent or any Lender or any of their
respective Affiliates, predating this Agreement and relating to a financing of substantially
similar form, purpose or effect shall be superseded by this Agreement.



     Section 9.3. Amendments and Waivers.



     (a) Except for actions expressly permitted to be taken by Administrative Agent, no amendment,
modification, termination or waiver of any provision of this Agreement or any other Loan Document,
or any consent to any departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by Administrative Agent and Borrowers, and by Required
Lenders, Required Revolving Lenders or all affected Lenders, as applicable. Except as set forth in
paragraphs (b) and (c) below, all such amendments, modifications, terminations or waivers requiring
the consent of any Lenders shall require the written consent of Required Lenders.



     (b) No amendment, modification, termination or waiver of or consent with respect to any
provision of this Agreement that waives compliance with the conditions precedent set forth in
Section 4.1 to the making of any Loan or the incurrence of any Letter of Credit Obligations shall
be effective unless the same shall be in writing and signed by Administrative Agent, Required
Revolving Lenders and Borrowers. Notwithstanding anything contained in this Agreement to the
contrary, no waiver or consent with respect to any Default or any Event of Default shall be
effective for purposes of the conditions precedent to the making of Loans or the incurrence of
Letter of Credit Obligations set forth in Sections 2.18 and 4.1 unless the same shall be in writing
and signed by Administrative Agent, Required Revolving Lenders and Borrowers.



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     (c) No amendment, modification, termination or waiver shall, unless in writing and signed by
Administrative Agent and each Lender directly affected thereby: (i) increase the principal amount
of any Lender’s Commitment (which action shall be deemed to directly affect all Lenders); (ii)
reduce the principal of, rate of interest on or Fees payable with respect to any Loan or Letter of
Credit Obligations of any affected Lender; (iii) extend any scheduled payment date (other than
payment dates of mandatory prepayments under paragraphs (b), (d) and (f) of Section 2.10) or final
maturity date of the principal amount of any Loan of any affected Lender; (iv) waive, forgive,
defer, extend or postpone any payment of interest or Fees as to any affected Lender; (v) release
all or substantially all Guaranties or, except as otherwise permitted herein or in the other Loan
Documents, release, or permit any Loan Party to sell or otherwise dispose of, all or substantially
all Collateral (which action shall be deemed to directly affect all Lenders); (vi) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that shall
be required for Lenders or any of them to take any action hereunder; (vii) amend or waive this
Section 9.3 or the definitions of the terms “Required Lenders” or “Required Revolving Lenders”
insofar as such definitions affect the substance of this Section 9.3; and (viii) amend or waive
Section 2.14 or 4.2. Furthermore, no amendment, modification, termination or waiver affecting the
rights or duties of the Administrative Agent or Letter of Credit Issuer under this Agreement or any
other Loan Document shall be effective unless in writing and signed by the Administrative Agent or
Letter of Credit Issuer, as the case may be, in addition to Lenders required hereinabove to take
such action. Each amendment, modification, termination or waiver shall be effective only in the
specific instance and for the specific purpose for which it was given. No amendment, modification,
termination or waiver shall be required for the Administrative Agent to take additional Collateral
pursuant to any Loan Document. No amendment, modification, termination or waiver of any provision
of any Note shall be effective without the written concurrence of the holder of that Note. No
notice to or demand on any Loan Party in any case shall entitle such Loan Party or any other Loan
Party to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this Section 9.3 shall be
binding upon each holder of the Notes at the time outstanding and each future holder of the Notes.



     (d) If, in connection with any proposed amendment, modification, waiver or termination: (i)
requiring the consent of all affected Lenders, the consent of Required Lenders is obtained, but the
consent of other Lenders whose consent is required is not obtained (any such Lender whose consent
is not obtained as described in this clause (i) being referred to as a “Non-Consenting
Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, at Borrower
Representative’s request, the Administrative Agent or a Person reasonably acceptable to the
Administrative Agent shall have the right with the Administrative Agent’s consent and in the
Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such
Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the
Administrative Agent’s request, sell and assign to the Administrative Agent or such Person, all of
the Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all
Loans held by the Non-Consenting Lenders and all accrued interest and Fees with respect thereto
through the date of sale, such purchase and sale to be consummated pursuant to an executed
Assignment and Acceptance Agreement.



     (e) Upon payment in full in cash and performance of all of the Obligations (other than
indemnification Obligations), termination of the Commitments and a release of all claims



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against the Administrative Agent and Lenders, and so long as no suits, actions, proceedings or
claims are pending or threatened against any Indemnified Person pursuant to Sections 2.13, 2.17,
2.18 or 9.4(b) hereof asserting any damages, losses or liabilities that are indemnified pursuant to
Sections 2.13, 2.17, 2.18 or 9.4(b) hereof, the Administrative Agent shall deliver to Borrowers
termination statements, mortgage releases and other documents necessary or appropriate to evidence
the termination of the Liens securing payment of the Obligations.



     Section 9.4. Fees and Expenses; Indemnity.



     (a) Fees and Expenses. The Borrowers shall reimburse (A) the Administrative Agent for
all fees, costs and expenses (including the reasonable fees and expenses of all of its counsel,
advisors, consultants and auditors), and (B) Administrative Agent (and, with respect to paragraphs
(iii) and (iv) below, all Lenders) for all fees, costs and expenses, including the reasonable fees,
costs and expenses of counsel or other advisors (including environmental and management consultants
and appraisers), incurred in connection with the negotiation and preparation of the Loan Documents
and incurred in connection with:




     (i) the forwarding to the Borrowers or any other Person on behalf of the Borrowers by
Administrative Agent of the proceeds of any Loan (including a wire transfer fee of $25 per
wire transfer);




     (ii) any amendment, modification or waiver of, consent with respect to, or termination
of, any of the Loan Documents or Related Transactions Documents or advice in connection with
the syndication and administration of the Loans made pursuant hereto or its rights hereunder
or thereunder;




     (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted
by Administrative Agent, any Lender, any Borrower or any other Person and whether as a
party, witness or otherwise) in any way relating to the Collateral, any of the Loan
Documents or any other agreement to be executed or delivered in connection herewith or
therewith, including any litigation, contest, dispute, suit, case, proceeding or action, and
any appeal or review thereof, in connection with a case commenced by or against any or all
of the Borrowers or any other Person that may be obligated to Administrative Agent by virtue
of the Loan Documents; including any such litigation, contest, dispute, suit, proceeding or
action arising in connection with any work-out or restructuring of the Loans during the
pendency of one or more Events of Default; provided that in the case of reimbursement of
counsel for Lenders other than Administrative Agent, such reimbursement shall be limited to
one counsel for all such Lenders; provided, further, that no Person shall be entitled to
reimbursement under this paragraph (iii) in respect of any litigation, contest, dispute,
suit, proceeding or action to the extent any of the foregoing results from such Person’s
gross negligence or willful misconduct;




     (iv) any attempt to enforce any remedies of Administrative Agent against any or all of
the Loan Parties or any other Person that may be obligated to Administrative Agent or any
Lender by virtue of any of the Loan Documents, including any such attempt to enforce any
such remedies in the course of any work-out or restructuring of the Loans during the
pendency of one or more Events of Default; provided, that in the case of



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reimbursement of counsel for Lenders other than Administrative Agent, such
reimbursement shall be limited to one counsel for all such Lenders;




     (v) any workout or restructuring of the Loans during the pendency of one or more Events
of Default; and




     (vi) efforts to appraise, collect, sell, liquidate or otherwise dispose of any of the
Collateral (subject to the limitations on audits prior to an Event of Default set forth in
Section 5.7); including, as to each of paragraphs (i) through (vi) above, all reasonable
attorneys’ and other professional and service providers’ fees arising from such services and
other advice, assistance or other representation, including those in connection with any
appellate proceedings, and all expenses, costs, charges and other fees incurred by such
counsel and others in connection with or relating to any of the events or actions described
in this Section 9.4, all of which shall be payable, on demand, by the Borrowers to
Administrative Agent; provided, however, that the obligation of the
Borrowers in this Section 9.4 to reimburse the Administrative Agent for any fees and
expenses of its counsel incurred in connection with any of the matters described in
paragraphs (i) and (ii) above of this Section 9.4 (excluding fees and expenses relating to
the negotiation or preparation of any amendments and waivers in connection with, or during
the existence of, any Default or Event of Default) shall be limited to the fees and expenses
one special counsel to the Administrative Agent and one local counsel to the Administrative
Agent per each jurisdiction where any Loan Party is organized or conducts business, with
respect to any fees or expenses incurred by such counsel in connection with the preparation
or negotiation of the Loan Documents on and prior to the Restatement Effective Date, and any
amendments thereto (other than amendments entered into during the existence of a Default or
Event of Default). Without limiting the generality of the foregoing, such expenses, costs,
charges and fees may include: fees, costs and expenses of accountants, environmental
advisors, appraisers, investment bankers, management and other consultants and paralegals;
court costs and expenses; photocopying and duplication expenses; court reporter fees, costs
and expenses; long distance telephone charges; air express charges; telegram or telecopy
charges; secretarial overtime charges; and expenses for travel, lodging and food paid or
incurred in connection with the performance of such legal or other advisory services.



     (b) Indemnity. Each Loan Party that is a signatory hereto shall jointly and severally
indemnify and hold harmless each of the Administrative Agent, the Lenders and their respective
Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and
representatives (each, an “Indemnified Person”), from and against any and all suits,
actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable
attorneys’ fees and disbursements and other costs of investigation or defense, including those
incurred upon any appeal) that may be instituted or asserted by any third party or by any Loan
Party against or incurred by any such Indemnified Person as the result of credit having been
extended, suspended or terminated under this Agreement and the other Loan Documents and the
administration of such credit, and in connection with or arising out of the transactions
contemplated hereunder and thereunder and any actions or failures to act in connection therewith,
including any and all Environmental Liabilities and legal costs and expenses arising out of or
incurred in connection with disputes between or among any parties to any of the Loan Documents
(collectively,



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“Indemnified Liabilities”); provided, that no such Loan Party shall be liable for any
indemnification to an Indemnified Person to the extent that any such suit, action, proceeding,
claim, damage, loss, liability or expense results from that Indemnified Person’s gross negligence
or willful misconduct as finally determined by a court of competent jurisdiction. NO INDEMNIFIED
PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR,
ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH
MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN
DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.




     Section 9.5. No Waiver. Administrative Agent’s or any Lender’s failure, at any time
or times, to require strict performance by the Loan Parties of any provision of this Agreement or
any other Loan Document shall not waive, affect or diminish any right of Administrative Agent or
such Lender thereafter to demand strict compliance and performance herewith or therewith. Any
suspension or waiver of an Event of Default shall not suspend, waive or affect any other Event of
Default whether the same is prior or subsequent thereto and whether the same or of a different
type. Subject to the provisions of Section 9.3, none of the undertakings, agreements, warranties,
covenants and representations of any Loan Party contained in this Agreement or any of the other
Loan Documents and no Default or Event of Default by any Loan Party shall be deemed to have been
suspended or waived by Administrative Agent or any Lender, unless such waiver or suspension is by
an instrument in writing signed by an officer of or other authorized employee of Administrative
Agent and the applicable required Lenders, and directed to the Borrowers specifying such suspension
or waiver.



     Section 9.6. Remedies. Administrative Agent’s and Lenders’ rights and remedies under
this Agreement shall be cumulative and nonexclusive of any other rights and remedies that
Administrative Agent or any Lender may have under any other agreement, including the other Loan
Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.



     Section 9.7. Severability. Wherever possible, each provision of this Agreement and
the other Loan Documents shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement or any other Loan Document shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of such provision or
the remaining provisions of this Agreement or such other Loan Document.



     Section 9.8. Conflict of Terms. Except as otherwise provided in this Agreement or any
of the other Loan Documents by specific reference to the applicable provisions of this Agreement,
if any provision contained in this Agreement conflicts with any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.



     Section 9.9. Confidentiality. The Administrative Agent and each Lender agree to use
commercially reasonable efforts (equivalent to the efforts the Administrative Agent or such



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Lender applies to maintaining the confidentiality of its own confidential information) to
maintain as confidential all confidential information provided to them by the Loan Parties and
designated as confidential for a period of 5 years following receipt thereof to the extent such
confidential information directly or indirectly relates to any Service Contract and for a period of
3 years following receipt thereof with respect to any other confidential information that does not
directly or indirectly relate to any Service Contract, except that the Administrative Agent and any
Lender may disclose such information (a) to Persons employed or engaged by the Administrative Agent
or such Lender; (b) to any bona fide assignee or participant or potential assignee or participant
that has agreed to comply with the covenant contained in this Section 9.9 (and any such bona fide
assignee or participant or potential assignee or participant may disclose such information to
Persons employed or engaged by them as described in paragraph (a) above); (c) as required or
requested by any Governmental Authority or reasonably believed by the Administrative Agent or such
Lender to be compelled by any court decree, subpoena or legal or administrative order or process;
(d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is required by law;
(e) in connection with the exercise of any right or remedy under the Loan Documents or in
connection with any Litigation to which the Administrative Agent or such Lender is a party; (f) to
an investor or prospective investor in a Securitization that agrees that its access to information
regarding the Loan Parties, the Loans and Loan Documents is solely for purposes of evaluating an
investment in a Securitization and that has agreed to comply with the covenant set forth in this
Section 9.9; (g) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured
party in a Securitization in connection with the administration, servicing and reporting on the
assets serving as collateral for a Securitization that has agreed that has agreed to comply with
the covenant set forth in this Section 9.9; (h) to a nationally recognized rating agency that
requires access to information regarding the Loan Parties, the Loans and Loan Documents in
connection with rating issued with respect to a Securitization that has agreed to comply with the
covenant set forth in this Section 9.9; or (i) that ceases to be confidential through no fault of
the Administrative Agent or any Lender.



     Section 9.10. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW
YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THE LOAN PARTIES, ADMINISTRATIVE AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS; PROVIDED, THAT ADMINISTRATIVE AGENT, LENDERS AND THE LOAN PARTIES
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
NEW YORK COUNTY; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING



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OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
ADMINISTRATIVE AGENT. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES
ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT THE ADDRESS SET FORTH IN SCHEDULE 9.11 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN
THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.



     Section 9.11. Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by any other parties, or whenever any of
the parties desires to give or serve upon any other parties any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or other communication
shall be in writing and shall be deemed to have been validly served, given or delivered: (a) upon
the earlier of actual receipt and 3 Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or
facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as
otherwise provided in this Section 9.11); (c) 1 Business Day after deposit with a reputable
overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the address or facsimile
number indicated in Schedule 9.11 or to such other address (or facsimile number) as may be
substituted by notice given as herein provided. The giving of any notice required hereunder may be
waived in writing by the party entitled to receive such notice. Failure or delay in delivering
copies of any notice, demand, request, consent, approval, declaration or other communication to any
Person (other than Borrower Representative or Administrative Agent) designated in Schedule 9.11 to
receive copies shall in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.



     Section 9.12. Section Titles. The Section titles and Table of Contents contained in
this Agreement are and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.



     Section 9.13. Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one agreement.



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     Section 9.14. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM
AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
ADMINISTRATIVE AGENT, LENDERS AND ANY LOAN PARTY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.



     Section 9.15. Press Releases and Related Matters. Each Loan Party executing this
Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or
other public disclosure using the name of GECC or its affiliates or referring to this Agreement,
the other Loan Documents or the Related Transactions Documents without at least 2 Business Days’
prior notice to GECC and without the prior written consent of GECC unless (and only to the extent
that) such Loan Party or Affiliate is required to do so under law and then, in any event, such Loan
Party or Affiliate will consult with GECC before issuing such press release or other public
disclosure. Each Loan Party consents to the publication by Administrative Agent or any Lender of a
tombstone or similar advertising material relating to the financing transactions contemplated by
this Agreement. Administrative Agent reserves the right to provide to industry trade organizations
information necessary and customary for inclusion in league table measurements.



     Section 9.16. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Borrower for liquidation or
reorganization, should any Borrower become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part
of any Borrower’s assets, and shall continue to be effective or to be reinstated, as the case may
be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
otherwise, all as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.



     Section 9.17. Advice of Counsel. Each of the parties represents to each other party
hereto that it has discussed this Agreement and, specifically, the provisions of Sections 9.10 and
9.14, with its counsel.



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     Section 9.18. No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.



     Section 9.19. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the applicable interest rate, together with all fees and charges which are
treated as interest under applicable law (collectively the “Charges”), as provided for
herein or in any other document executed in connection herewith, or otherwise contracted for,
charged, received. taken or reserved by any Lender or Letter of Credit Issuer, shall exceed the
maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate of interest payable
hereunder, together with all Charges payable to such Lender or the Letter of Credit Issuer, shall
be limited to the Maximum Rate, provided that such excess amount shall be paid to such Lender or
the Letter of Credit Issuer on subsequent payment dates to the extent not exceeding the legal
limitation.



     Section 9.20. Entire Agreement. This Agreement, the other Loan Documents and the
agreements regarding certain Fees referred to herein constitute the entire contract between the
parties relative to the subject matter hereof. Any previous agreement among or representations
from the parties with respect to the subject matter hereof is superseded by this Agreement and the
other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or
implied, is intended to confer upon any party other than the parties hereto and thereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the other Loan
Documents.



     Section 9.21. Cross-Guaranty. (a) Each Borrower hereby agrees that such Borrower is
jointly and severally liable for, and hereby absolutely and unconditionally guarantees to the
Administrative Agent and Lenders and their respective successors and assigns, the full and prompt
payment (whether at stated maturity, by acceleration or otherwise) and performance of, all
Obligations owed or hereafter owing to the Administrative Agent and Lenders by each other Borrower.
Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment
and performance and not of collection, that its obligations under this Section 9.21 shall not be
discharged until payment and performance, in full, of the Obligations has occurred, and that its
obligations under this Section 9.21 shall be absolute and unconditional, irrespective of, and
unaffected by:




     (i) the genuineness, validity, regularity, enforceability or any future amendment of,
or change in, this Agreement, any other Loan Document or any other agreement, document or
instrument to which any Borrower is or may become a party;




     (ii) the absence of any action to enforce this Agreement (including this Section 9.21)
or any other Loan Document or the waiver or consent by the Administrative Agent and Lenders
with respect to any of the provisions thereof;




     (iii) the existence, value or condition of, or failure to perfect its Lien against, any
security for the Obligations or any action, or the absence of any action, by the



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Administrative Agent and Lenders in respect thereof (including the release of any such
security);




     (iv) the insolvency of any Loan Party; or




     (v) any other action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor.




     (vi) Each Borrower shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.



     (b) Each Borrower expressly waives all rights it may have now or in the future under any
statute, or at common law, or at law or in equity, or otherwise, to compel the Administrative Agent
or Lenders to marshall assets or to proceed in respect of the Obligations guaranteed hereunder
against any other Loan Party, any other party or against any security for the payment and
performance of the Obligations before proceeding against, or as a condition to proceeding against,
such Borrower. It is agreed among each Borrower, the Administrative Agent and Lenders that the
foregoing waivers are of the essence of the transaction contemplated by this Agreement and the
other Loan Documents and that, but for the provisions of this Section 9.21 and such waivers, the
Administrative Agent and Lenders would decline to enter into this Agreement.



     (c) Each Borrower agrees that the provisions of this Section 9.21 are for the benefit of the
Administrative Agent and Lenders and their respective successors, transferees, endorsees and
assigns, and nothing herein contained shall impair, as between any other Borrower and
Administrative Agent or Lenders, the obligations of such other Borrower under the Loan Documents.



     (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document,
and except as set forth in Section 9.21(g), each Borrower hereby expressly and irrevocably
subordinates to payment of the Obligations any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off and any and all defenses
available to a surety, guarantor or accommodation co-obligor until the Obligations are indefeasibly
paid in full in cash. Each Borrower acknowledges and agrees that this subordination is intended to
benefit Administrative Agent and Lenders and shall not limit or otherwise affect such Borrower’s
liability hereunder or the enforceability of this Section 9.21, and that the Administrative Agent,
Lenders and their respective successors and assigns are intended third party beneficiaries of the
waivers and agreements set forth in this Section 9.21(d).



     (e) If the Administrative Agent or any Lender may, under applicable law, proceed to realize
its benefits under any of the Loan Documents giving Administrative Agent or such Lender a Lien upon
any Collateral, whether owned by any Borrower or by any other Person, either by judicial
foreclosure or by non judicial sale or enforcement, Administrative Agent or any Lender may, at its
sole option, determine which of its remedies or rights it may pursue without affecting any of its
rights and remedies under this Section 9.21. If, in the exercise of any of its rights and
remedies, Administrative Agent or any Lender shall forfeit any of its rights or remedies, including
its right to enter a deficiency judgment against any Borrower or any other



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Person, whether because of any applicable laws pertaining to “election of remedies” or the
like, each Borrower hereby consents to such action by Administrative Agent or such Lender and
waives any claim based upon such action, even if such action by Administrative Agent or such Lender
shall result in a full or partial loss of any rights of subrogation that each Borrower might
otherwise have had but for such action by Administrative Agent or such Lender. Any election of
remedies that results in the denial or impairment of the right of Administrative Agent or any
Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s
obligation to pay the full amount of the Obligations. In the event Administrative Agent or any
Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or
the Loan Documents, Administrative Agent or such Lender may bid all or less than the amount of the
Obligations and the amount of such bid need not be paid by Administrative Agent or such Lender but
shall be credited against the Obligations. The amount of the successful bid at any such sale,
whether Administrative Agent, Lender or any other party is the successful bidder, shall be
conclusively deemed to be the fair market value of the Collateral and the difference between such
bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the
amount of the Obligations guaranteed under this Section 9.21, notwithstanding that any present or
future law or court decision or ruling may have the effect of reducing the amount of any deficiency
claim to which Administrative Agent or any Lender might otherwise be entitled but for such bidding
at any such sale.



     (f) Notwithstanding any provision herein contained to the contrary, each Borrower’s liability
under this Section 9.21 (which liability is in any event in addition to amounts for which such
Borrower is primarily liable under Article II) shall be limited to an amount not to exceed as of
any date of determination the greater of:




     (i) the net amount of all Loans advanced to any other Borrower under this Agreement and
then re-loaned or otherwise transferred to, or for the benefit of, such Borrower; and




     (ii) the amount that could be claimed by the Administrative Agent and Lenders from such
Borrower under this Section 9.21 without rendering such claim voidable or avoidable under
Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law
after taking into account, among other things, such Borrower’s right of contribution and
indemnification from each other Borrower under Section 9.21(g).



     (g) To the extent that any Borrower shall make a payment under this Section 9.21 of all or any
of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a
“Guarantor Payment”) that, taking into account all other Guarantor Payments then previously
or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise
have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment
in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as
determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of
each of the Borrowers as determined immediately prior to the making of such Guarantor Payment,
then, following indefeasible payment in full in cash of the Obligations and termination of the
Commitments, such Borrower shall be entitled to receive contribution and



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indemnification payments from, and be reimbursed by, each other Borrower for the amount of
such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to
such Guarantor Payment.




     (i) As of any date of determination, the “Allocable Amount” of any Borrower shall be
equal to the maximum amount of the claim that could then be recovered from such Borrower
under this Section 9.21 without rendering such claim voidable or avoidable under Section 548
of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent
Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.




     (ii) This Section 9.21(g) is intended only to define the relative rights of the
Borrowers and nothing set forth in this Section 9.21(g) is intended to or shall impair the
obligations of the Borrowers, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Agreement, including
Section 9.21(a). Nothing contained in this Section 9.21(g) shall limit the liability of any
Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest,
Fees and expenses with respect thereto for which such Borrower shall be primarily liable.




     (iii) The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of any Borrower to which such contribution
and indemnification is owing.




     (iv) The rights of the indemnifying the Borrowers against other Loan Parties under this
Section 9.21(g) shall be exercisable upon the full and indefeasible payment of the
Obligations and the termination of the Commitments.



     (h) The liability of the Borrowers under this Section 9.21 is in addition to and shall be
cumulative with all liabilities of each Borrower to Administrative Agent and Lenders under this
Agreement and the other Loan Documents to which such Borrower is a party or in respect of any
Obligations or obligation of the other Borrower, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.



     Section 9.22. Representations of the Lenders with Respect to the Source of Funds.
Each of the Lenders hereby represents and warrants to the Borrowers that at least one of the
following statements is an accurate representation as to the source of funds to be used by such
Lender in connection with the financing hereunder (referred to in this Section 9.22 as a
“Source”):




     (i) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA;




     (ii) the Source is either a “plan” as such term is defined in Section 3(3) of ERISA or
Section 4975(e) of the Code (an “ERISA Plan”), more than one ERISA Plan or a
separate account or trust fund comprised of one or more ERISA Plans, each of which has been
identified to the Group Companies in writing pursuant to this paragraph (ii);



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     (iii) the Source is an “insurance company general account” as the term is defined in
Prohibited Transaction Exemption (“PTE”) 95-60 (issued July 12, 1995 as amended by
PTE 2002-13 (“PTE 95-60”)) in respect of which the reserves and liabilities for the
general account contract(s) held by or on behalf of any ERISA Plan (as defined by the annual
statement for life insurance companies approved by the National Association of Insurance
Commissioners (the “NAIC Annual Statement”), together with the amount of the
reserves and liabilities for the general account contract(s) held by or on behalf of any
ERISA Plan maintained by the same employer (or affiliate thereof with the meaning of Section
V(a) of PTE 95-60) or by the same employee organization in the general account to not exceed
10% of the total reserves and liabilities of the general account (exclusive of separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with your
state of domicile;




     (iv) the Source is a separate account of an insurance company that is maintained by the
Lender solely in connection with such Lender’s fixed contractual obligations under which the
amounts payable, or credited, to an ERISA Plan (or its related trust) that has any interest
in such separate account (or to any participant or beneficiary of such ERISA Plan (including
any annuitant) are not affected in any manner by the investment performance of the separate
account;




     (v) the Source is either (x) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (y) a bank collective investment fund,
within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as the Lender has
disclosed to the Group Companies in writing pursuant to this paragraph (v), no ERISA Plan or
group of ERISA Plans maintained by the same employer or employee organization beneficially
owns more than 10% of all assets allocated to such pooled separate account or collective
investment fund; or




     (vi) the Source constitutes assets of an “investment fund” (within the meaning of Part
V of the QPAM Exemption) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no ERISA Plan’s assets
that are included in such investment fund, when combined with the assets of all other ERISA
Plans established or maintained by the same employer or by an affiliate (within the meaning
of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Section I(c) and (g) of the QPAM Exemption are satisfied, neither
the QPAM nor a person controlling or controlled by the QPAM (applying the definition of
“control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in any Borrower
and (x) the identity of such QPAM and (y) the names of all ERISA Plans whose assets are
included in such investment fund have been disclosed to the Group Companies in writing
pursuant to this paragraph (vi);




     (vii) the Source constitutes assets of a “plan” or more than one “plan with the meaning
of Part IV of PTE 96-23 (the “INHAM Exemption”) managed by an “in-house asset manager” or
“INHAM”, within the meaning of Part IV of the INHAM Exemption, the conditions of Section
I(a), (g) and (h) of the INHAM Exemption are satisfied, neither



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the INHAM nor a person controlling or controlled by the INHAM (applying the definition
of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in any
Borrower and (i) the identity of such INHAM and (ii) the name(s) of the ERISA Plan(s) whose
assets constitute the Source have been disclosed to the Group Companies in writing pursuant
to this paragraph (vii); or




     (viii) the Source is a governmental plan.



     As used in this Section 9.22, the terms “governmental plan”, “party in interest” and “separate
account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.



     Section 9.23. Appointment of Documentation and Syndication Agents; No Responsibilities of
the Agents. The Administrative Agent shall have the sole right upon consultation with the
Borrower Representative to appoint other Lenders as Documentation Agent or Syndication Agent (or
other such agents for league table purposes) hereunder and the cover page of this Agreement may be
amended to reflect such titles without the further consent of any party hereto. Notwithstanding any
provision to the contrary contained elsewhere herein or in any other Loan Document, the Syndication
Agent and the Documentation Agent shall not have any duties or responsibilities, nor shall the
Syndication Agent or the Documentation Agent have or be deemed to have any fiduciary relationship
with any Lender or participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Syndication Agent and the Co-Documentation Agent. Furthermore, the
Syndication Agent and the Documentation Agent shall not be entitled to receive any compensation in
connection with such appointment, other than compensation that such Syndication Agent or
Documentation Agent would otherwise receive in the ordinary course under this Agreement in their
capacity as a Lender.



     Section 9.24. Patriot Act Notice. Each Lender subject to the USA Patriot Act of 2001
(31 U.S.C. 5318 et seq.) hereby notifies Borrowers that, pursuant to Section 326 thereof, it is
required to obtain, verify and record information that identifies Borrowers, including the name and
address of Borrowers and other information allowing such Lender to identify Borrowers in accordance
with such act.



     Section 9.25. Release; Covenant Not to Sue. (a) To induce Lenders and the
Administrative Agent to enter into this Agreement, each Loan Party hereby, on behalf of itself and
its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and
irrevocably releases, remises and forever discharges the Administrative Agent and Lenders, in their
respective capacities as Administrative Agent and Lenders under the Existing Credit Agreement, and
their respective successors and assigns, and their respective present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, trustees, advisors,
attorneys, employees, agents and other representatives (the Administrative Agent, each Lender and
all such other Persons being hereinafter referred to collectively as the “Releasees” and
individually as a “Releasee”), of and from all demands, actions, causes of action, suits,
controversies, sums of money, accounts, bills, reckonings, damages and any and all other claims,
counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually, a
“Claim” and collectively, “Claims”) of every name and nature, known or unknown,
suspected or



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unsuspected, both at law and in equity, which such Loan Party or any of its successors,
assigns, or other legal representatives may now or hereafter own, hold, have or claim to have
against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or
thing whatsoever which arises at any time on or prior to the Restatement Effective Date, in each
case solely for or on account of or relating to the Existing Credit Agreement, any of the other
Loan Documents or the transactions thereunder or related thereto, but not including any Claims
based on (i) any unfulfilled Borrowing request under the Existing Credit Agreement that remains
outstanding as of the Restatement Effective Date and for which a request for Borrowing has been
properly given by Borrower Representative under the Existing Credit Agreement but not yet funded by
Lenders, or (ii) checks, wire transfers or other matters which are ancillary to the credit
transactions contemplated by the Existing Credit Agreement.



          (b) Each Loan Party understands, acknowledges and agrees that its release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against any
action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release.




          (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which
could now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above. Each Loan Party, on behalf of
itself and its successors, assigns, and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it
will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the
basis of any Claim released, remised and discharged by such Credit Party pursuant to Section
9.25(a) above. If any Loan Party or any of their respective successors, assigns or other legal
representations violates the foregoing covenant, each Loan Party, for themselves and their
successors, assigns and legal representatives, jointly and severally agree to pay, in addition to
such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees
and costs incurred by any Releasee as a result of such violation.




     Section 9.26. No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby, each of the Loan Parties acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (a) the credit facilities provided for hereunder
and any related arranging or other services in connection therewith (including in connection with
any amendment, waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between the Loan Parties and their Affiliates, on the one hand,
and the Lenders and the Administrative Agent, on the other hand, and the Loan Parties are capable
of evaluating and understanding and understand and accept the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver
or other modification hereof or thereof); (b) in connection with the process leading to such
transaction, each of the Lenders and the Administrative Agent is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for any Loan Party or any of their
Affiliates, stockholders, creditors or employees or any other Person; (c) neither the
Administrative Agent nor any Lender has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of any Loan Party or any Affiliate thereof with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document



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(irrespective of whether the Administrative Agent or any Lender has advised or is currently
advising any Loan Party or any of its Affiliates on other matters) and neither the Administrative
Agent nor any Lender has any obligation to any Loan Party or any of their Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; (d) the Administrative Agent, the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of
the Loan Parties and their Affiliates, and neither the Administrative Agent nor any Lender has any
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (e) the Administrative Agent and the Lenders have not provided and will not
provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other
Loan Document) and the Loan Parties and their Affiliates have consulted their own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Loan
Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may
have against the Administrative Agent or any of the Lenders with respect to any breach or alleged
breach of agency or fiduciary duty.




ARTICLE X




EFFECT OF AMENDMENT AND RESTATEMENT




     Section 10.1. Confirmation of Existing Obligations; Termination of this Agreement.



     (a) As of the Restatement Effective Date, the Borrowers hereby reaffirm and admit the validity
and enforceability of this Agreement and the other Loan Documents and all of their respective
obligations or Obligations hereunder and thereunder and agree and admit that no Borrower has any
defense to, or offset or counterclaim against, any of its obligations to the Lenders hereunder or
the Secured Parties under the Loan Documents of any kind whatsoever.



     (b) The parties hereto acknowledge and agree that (i) the Existing Credit Agreement shall
remain in full force and effect in accordance with its terms until such time that each of the
conditions precedent to the effectiveness of this Agreement as set forth in Section 4.2 have been
fully and timely satisfied (or waived in writing by the Administrative Agent and the Required
Lenders), and this Agreement shall not become effective until such time, (ii) if the conditions
precedent to the effectiveness of this Agreement as set forth in Section 4.2, including, without
limitation, the consummation of the Tender Offer and the Merger are not fully satisfied by February
28, 2009 (or such later date, if extended in writing by all of the Administrative Agent and the
Required Lenders, it being understood that the Administrative Agent and the Lenders shall have no
obligation to grant any such extension), then on such date (A) this Agreement and the Omnibus
Amendment shall be deemed null and void and of no force and effect, (B) a “Merger Termination
Event” under and as defined in the Existing Credit Agreement shall be deemed to have occurred and
such shall constitute an immediate Event of Default under and as defined in the Existing Credit
Agreement.



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     (c) From and after the Restatement Effective Date: (a) the terms and conditions of the
Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be
restated in their entirety, but only with respect to the rights, duties and obligations among Loan
Parties, the Lenders and the Administrative Agent accruing from and after the Restatement Effective
Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or
Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined
therein) or affect the relative priorities thereof, in each case to the extent in force and effect
thereunder as of the Restatement Effective Date and except as modified hereby or by documents,
instruments and agreements executed and delivered in connection herewith, and all of such rights,
duties, Obligations and Liens are assumed, ratified and affirmed by each of the Loan Parties; (c)
all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any
other Loan Documents (as defined therein) shall survive the execution and delivery of this
Agreement and shall continue in full force and effect for the benefit of the Lenders, the
Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any
other Loan Document (as defined therein) at any time prior to the Restatement Effective Date; (d)
the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on
the Restatement Effective Date (including, without limitation the Loans as such term is defined in
the Existing Credit Agreement and all obligations in respect of the Existing Letters of Credit)
continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged
or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute
a refinancing, substitution or novation of such Obligations or any of the other rights, duties and
obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and
“Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as
increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness
of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the
Administrative Agent (as defined therein) under the Existing Credit Agreement, nor constitute a
waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the
extent that any such covenant, agreement or obligation is no longer set forth herein or is modified
hereby; (f) any and all references to the Existing Credit Agreement in any Security Document or
other Loan Document shall, without further action of the parties, be deemed a reference to the
Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall
be further amended, restated, supplemented or otherwise modified from time to time, and any and all
references to the Security Documents or any other Loan Document in any such Security Documents or
any other Loan Documents shall be deemed a reference to the Security Documents or Loan Documents
under the Existing Credit Agreement, as amended and restated by this Agreement, and as this
Agreement shall be further amended, restated, supplemented or otherwise modified from time to time;
and (g) the Liens granted pursuant to the Security Documents to which each of the Loan Parties is a
party shall continue without any diminution thereof and shall remain in full force and effect on
and after the Restatement Effective Date.



     Section 10.2. Effect of Amendment and Restatement of the Existing Credit Agreement.



     (a) On the Restatement Effective Date, the Existing Credit Agreement shall be amended and
restated in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this
Agreement and the other Loan Documents, whether executed and delivered in



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connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or
extinguishment of any of the “Obligations” (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement as in effect prior to the Restatement Effective Date and which remain
outstanding; (ii) such “Obligations” are in all respects continuing (as amended and restated
hereby); (iii) the Liens and security interests as granted under the Security Documents granted to
the Administrative Agent (for the benefit of itself and the Lenders) under the other Loan Documents
securing payment of such “Obligations” are in all respects continuing and in full force and effect;
(iv) from and after the Restatement Effective Date, all references in the Loan Documents to the
“Credit Agreement” shall be deemed to be references to this Agreement, and to the extent necessary
to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (v) all of
the terms and provisions of the Existing Credit Agreement shall continue to apply for the period
prior to the Restatement Effective Date, including any determinations of payment dates, interest
rates, Events of Default or any amount that may be payable to any Lender or the Administrative
Agent (or their assignees or replacements hereunder), (vi) all Existing Letters of Credit shall be
deemed to be outstanding Letters of Credit under this Agreement, (vii) the obligations under the
Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Restatement
Effective Date, and shall from and after the Restatement Effective Date continue to be owing and be
subject to the terms of this Agreement, and (viii) from and after the Restatement Effective Date,
all references in the Loan Documents to the “Administrative Agent” or any “Lender” or “Lenders’
shall mean such terms as defined in this Agreement. The parties hereto further acknowledge and
agree that all principal, interest, fees, costs, reimbursable expenses and indemnification
obligations accruing or arising under or in connection with the Existing Credit Agreement which
remain unpaid and outstanding as of the Restatement Effective Date shall be and remain outstanding
and payable as an obligation under this Agreement and the other Loan Documents.



     (b) Notwithstanding anything in this Agreement to contrary, (i) this Agreement is a legally
binding contract, enforceable in accordance with its terms, from and after the date of execution
hereof by the Borrowers, Holdings, the Administrative Agent and all of the Lenders and from and
after such date this Agreement shall constitute a Loan Document under and as such term is defined
in the Existing Credit Agreement, provided that (i) the contemplated amendment and
restatement of the terms of the Existing Credit Agreement as set forth in Articles I through IX
hereof shall not be effective unless and until all of the conditions in Section 4.2 have been fully
and timely satisfied, provided that the provisions of Sections 5.4(q), 5.4(r) and 5.19
shall become effective immediately upon the satisfaction of the condition in Section 4.2(a), (ii)
if the Restatement Effective Date does not occur by February 28, 2009 (or such later date, if
extended in writing by all of the Administrative Agent and the Required Lenders under and as such
term is defined in the Existing Credit Agreement, it being understood that the Administrative Agent
and such Lenders shall have no obligation to grant any such extension), then on such date this
Agreement shall terminate and be null and void ab initio, (iii) this Agreement may be amended,
modified or supplemented prior to the Restatement Effective Date by a writing signed by Holdings,
the Borrowers the Administrative Agent, and the Required Lenders under and as such term is defined
in the Existing Credit Agreement, provided that any such amendment, modification or supplement of
the type described in Section 9.3(c) hereof shall require the written approval of the
Administrative Agent, Holdings, the Borrowers and the Persons who at such time are all of the
Lenders under and as defined in the Existing Credit Agreement, (iv) the Existing Credit Agreement
may be amended in accordance with its terms prior to the



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Restatement Effective Date in accordance with Section 9.3 of the Existing Credit Agreement,
and (v) no Lender shall assign any or all of its rights, commitments, Loans or Obligations under
and as defined in the Existing Credit Agreement on or after the date of this Agreement and prior to
the Restatement Effective Date unless such Lender shall obtain written confirmation from such
assignee that such assignee agrees to be bound by the terms of this Agreement as a Lender
hereunder.



[Remainder of page is intentionally blank; next page is signature page]




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




	 	 	 	 	 	 	 
	 	 	VOLUME SERVICES AMERICA, INC.	 	 
	 
	 	 	 	 	 	 
	 	By:  	/s/  Kevin F. McNamara	 	 
	 	 	Name:  	Kevin F. McNamara	 
	 	 	Title:  	Executive Vice President and CFO	 
	 
	 	 	 	 	 	 
	 	 	VOLUME SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 	By:  	/s/  Kevin F. McNamara	 	 
	 	 	Name:  	Kevin F. McNamara	 
	 	 	Title:  	Executive Vice President and CFO	 
	 
	 	 	 	 	 	 
	 	 	SERVICE AMERICA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 	By:  	/s/  Kevin F. McNamara	 	 
	 	 	Name:  	Kevin F. McNamara	 
	 	 	Title:  	Executive Vice President and CFO	 
	 
	 	 	 	 	 	 
	 	 	CENTERPLATE, INC.	 	 
	 
	 	 	 	 	 	 
	 	By:  	/s/  Kevin F. McNamara	 	 
	 	 	Name:  	Kevin F. McNamara	 
	 	 	Title:  	Executive Vice President and CFO	 





 









 






	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as a Lender and	 	 
	 	 	as Administrative Agent	 	 
	 


	 	By:  	/s/  Nina Johnsrud	 	 
	 	 	Name:  	Nina Johnsrud	 
	 	 	Title:  	Duly Authorized Signatory	 





 









 






	 	 	 	 	 	 	 
	 	 	                                                            , as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title: