Exhibit 10.18 AMENDMENT NO. 2 Dated as of July 30, 2009 to CREDIT AGREEMENT Dated as of December 20, 2006 THIS AMENDMENT NO. 2 ("Amendment") is made as of July 30, 2009 (the "Amendment Effective Date") by and among Kenneth Cole Productions, Inc., a New York corporation (the "Borrower"), the financial institutions listed on the signature pages hereof
                     and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent"), under the Restated Credit Agreement (defined below). Capitalized
                     terms used herein and not otherwise defined herein shall have the
                     respective meanings given to them in the Restated Credit Agreement. WHEREAS, the Borrower, the Lenders and the Administrative Agent have
                     entered into that certain Credit Agreement dated as of December 20,
                     2006 (as amended, supplemented or otherwise modified from time to
                     time, the "Existing Credit Agreement"); WHEREAS, the Borrower has requested, and the Lenders party hereto and
                     the Administrative Agent have agreed to, the amendment and
                     restatement of the Existing Credit Agreement as set forth in the
                     Amended and Restated Credit Agreement in the form set forth as Exhibit A to this Amendment; NOW, THEREFORE, in consideration of the premises set forth above, the
                     terms and conditions contained herein, and other good and valuable
                     consideration, the receipt and sufficiency of which are hereby
                     acknowledged, the Borrower, the Lenders party hereto and the
                     Administrative Agent hereby agree as follows: 1.      Amendment and Restatement of Existing Credit Agreement. Effective as of the Amendment Effective Date but subject to the
                     satisfaction of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended and restated
                     in full to read as set forth in Exhibit A hereto (the "Restated Credit Agreement"). 2.      Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions
                     precedent that (a) the Administrative Agent shall have received (i)
                     counterparts of this Amendment duly executed by the Borrower, the
                     Required Lenders and the Administrative Agent and (ii) counterparts
                     of the Consent and Reaffirmation attached hereto duly executed by the
                     Subsidiary Guarantors, (b) the other conditions precedent set forth
                     in Section 4.01 of the Restated Credit Agreement shall have been
                     satisfied, (c) the Administrative Agent shall have received, for the
                     account of each Lender which delivers its executed signature page
                     hereto by such time as is requested by the Administrative Agent, an
                     amendment fee in an amount equal to 0.50% of such Lender's Commitment
                     and (d) the Borrower shall have paid all of the fees of the
                     Administrative Agent and its Affiliates (including, to the extent
                     invoiced, reasonable attorneys' fees and expenses of the
                     Administrative Agent) in connection with this Amendment and the other
                     Loan Documents. 3.      Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: (a)      This Amendment and the Restated Credit Agreement constitute
                     legal, valid and binding obligations of the Borrower and are
                     enforceable against the Borrower in accordance with their terms,
                     subject to applicable bankruptcy, insolvency, reorganization,
                     moratorium or other laws affecting creditors' rights generally and
                     subject to general principles of equity, regardless of whether
                     considered in a proceeding in equity or at law. (b)      As of the date hereof and giving effect to the terms of this
                     Amendment, (i) no Default shall have occurred and be continuing and
                     (ii) the representations and warranties of the Borrower set forth in
                     the Restated Credit Agreement are true and correct in all material
                     respects as of the date hereof. 4.      Reference to and Effect on the Loan Documents. (a)      On and after the Amendment Effective Date, each reference in
                     the Existing Credit Agreement to "this Agreement", "hereunder",
                     "hereof" or words of like import referring to the Existing Credit
                     Agreement, and each reference in the promissory notes issued pursuant
                     to the Existing Credit Agreement and each of the other Loan Documents
                     to "the Credit Agreement", "thereunder", "thereof" or words of like
                     import referring to the Existing Credit Agreement, shall mean and be
                     a reference to the Restated Credit Agreement.


(b)       Except as specifically amended above, the Existing Credit
                     Agreement and all other documents, instruments and agreements
                     executed and/or delivered in connection therewith shall remain in
                     full force and effect and are hereby ratified and confirmed. (c)       The execution, delivery and effectiveness of this Amendment
                     shall not operate as a waiver of any right, power or remedy of the
                     Administrative Agent or the Lenders, nor constitute a waiver of any
                     provision of the Existing Credit Agreement, the Restated Credit
                     Agreement or any other documents, instruments and agreements executed
                     and/or delivered in connection therewith. 5.       Governing Law. This Amendment shall be construed in accordance with and governed
                     by the law of the State of New York. 6.       Headings. Section headings in this Amendment are included herein for
                     convenience of reference only and shall not constitute a part of this
                     Amendment for any other purpose. 7.       Counterparts. This Amendment may be executed by one or more of the parties hereto
                     on any number of separate counterparts, and all of said counterparts
                     taken together shall be deemed to constitute one and the same
                     instrument.  [Signature Pages Follow]


IN WITNESS WHEREOF, this Amendment has been duly executed as of the
                     day and year first above written. KENNETH COLE PRODUCTIONS, INC.,as the BorrowerBy:Name:Title:
                           
                           
                           /S/ DAVID P. EDELMANDavid P. EdelmanTreasurer & Chief Financial Officer                    Signature Page to Amendment No. 2 toCredit Agreement dated as of December 20, 2006Kenneth Cole Productions, Inc.


JPMORGAN CHASE BANK, N.A.,individually as a Lender, as the Swingline Lender, as an Issuing Bank
                              and as Administrative AgentBy:Name:Title:
                           
                           
                           /S/ PAUL V. PHELANPaul V. PhelanSenior Vice President                      Signature Page to Amendment No. 2 toCredit Agreement dated as of December 20, 2006Kenneth Cole Productions, Inc.


BANK OF AMERICA, N.A.,individually as a Lender and as Co-Syndication AgentBy:Name:Title:
                           
                           
                           /S/ NAOMI HASEGAWANaomi HasegawaVice President                      Signature Page to Amendment No. 2 toCredit Agreement dated as of December 20, 2006Kenneth Cole Productions, Inc.


WACHOVIA BANK, NATIONAL ASSOCIATION,individually as a Lender and as Co-Syndication AgentBy:Name:Title:
                           
                           
                           /S/ C. SCOTT FIELDSC. Scott FieldsSenior Vice President                      Signature Page to Amendment No. 2 toCredit Agreement dated as of December 20, 2006Kenneth Cole Productions, Inc.


PNC BANK, NATIONAL ASSOCIATION,individually as a Lender and as Documentation AgentBy:Name:Title:
                           
                           
                           /S/ EDWARD M. TESSALONEEdward M. TessaloneSenior Vice President                      Signature Page to Amendment No. 2 toCredit Agreement dated as of December 20, 2006Kenneth Cole Productions, Inc.


CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the
                     foregoing Amendment No. 2 to the Credit Agreement dated as of
                     December 20, 2006 (as the same may be amended, restated, supplemented
                     or otherwise modified from time to time, the "Credit Agreement") by and among Kenneth Cole Productions, Inc., a New York corporation (the "Borrower") the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent"), which Amendment No. 2 is dated as of July 30, 2009 and is by and
                     among the Borrower, the financial institutions listed on the
                     signature pages thereof and the Administrative Agent (the "Amendment") and effects a restatement in full of the Credit Agreement to read
                     as set forth on Exhibit A to the Amendment. Capitalized terms used in this Consent and
                     Reaffirmation and not defined herein shall have the meanings given to
                     them in the Credit Agreement. Without in any way establishing a
                     course of dealing by the Administrative Agent or any Lender, each of
                     the undersigned consents to the Amendment and such restatement and
                     reaffirms the terms and conditions of the Subsidiary Guaranty and any
                     other Loan Document executed by it and acknowledges and agrees that
                     the Subsidiary Guaranty and each and every such Loan Document
                     executed by the undersigned in connection with the Credit Agreement
                     remains in full force and effect and is hereby reaffirmed, ratified
                     and confirmed. All references to the Credit Agreement contained in
                     the abovereferenced documents shall be a reference to the Credit
                     Agreement as so modified and restated by the Amendment and as the
                     same may from time to time hereafter be amended, modified or restated. Dated July 30, 2009 [Signature Pages Follow]


IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly
                     executed as of the day and year above written. KENNETH PRODUCTIONS, INC.By:Name:Title:
                           
                           
                           /S/ DAVID P. EDELMANDavid P. EdelmanDirector & TreasurerCOLE 610 FIFTH AVENUE, LLCBy:
                           
                           
                           KENNETH COLE PRODUCTIONS, INC.Managing MemberBy:Name:Title:
                           
                           
                           /S/ DAVID P. EDELMANDavid P. EdelmanTreasurer & Chief Financial OfficerKENNETH COLE PRODUCTIONS, L.P.By:
                           
                           
                           KENNETH PRODUCTIONS, INC.General PartnerBy:Name:Title:
                           
                           
                           /S/ DAVID P. EDELMANDavid P. EdelmanDirector & TreasurerKENNETH COLE PRODUCTIONS (LIC), LLC.By:
                           
                           
                           KENNETH COLE PRODUCTIONS, INC.Managing MemberBy:Name:Title:
                           
                           
                           /S/ DAVID P. EDELMANDavid P. EdelmanChief Financial Officer & Treasurer     Consent and Reaffirmation


EXHIBIT A Amended and Restated Credit Agreement [Attached]
   d26989_ex10-18.jpg
                  
                  AMENDED AND RESTATED CREDIT AGREEMENT
                  
                  dated as of
                  
                  July 30, 2009
                  
                  among
                  KENNETH COLE PRODUCTIONS, INC.
                  
                  The Lenders Party Hereto
                  PNC BANK, NATIONAL ASSOCIATIONas Documentation Agent
                  BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATIONas Co-Syndication Agents
                  and  JPMORGAN CHASE BANK, N.A.as Administrative Agent
                  
                  
                  
                  J.P. MORGAN SECURITIES INC.as Sole Bookrunner and Sole Lead Arranger
      TABLE OF CONTENTS
                  PageARTICLE IDefinitionsSECTION 1.01.
                           
                           
                           
                           
                           
                           Defined Terms
                           
                           
                           1SECTION 1.02.
                           
                           
                           
                           
                           
                           Classification of Loans and Borrowings
                           
                           
                           18SECTION 1.03.
                           
                           
                           
                           
                           
                           Terms Generally
                           
                           
                           18SECTION 1.04.
                           
                           
                           
                           
                           
                           Accounting Terms; GAAP
                           
                           
                           19SECTION 1.05.
                           
                           
                           
                           
                           
                           Amendment and Restatement of Existing Credit Agreement
                           
                           
                           19ARTICLE IIThe CreditsSECTION 2.01.
                           
                           
                           
                           
                           
                           Commitments
                           
                           
                           19SECTION 2.02.
                           
                           
                           
                           
                           
                           Loans and Borrowings
                           
                           
                           19SECTION 2.03.
                           
                           
                           
                           
                           
                           Requests for Revolving Borrowings
                           
                           
                           20SECTION 2.04.
                           
                           
                           
                           
                           
                           Protective Advances.
                           
                           
                           20SECTION 2.05.
                           
                           
                           
                           
                           
                           Swingline Loans
                           
                           
                           21SECTION 2.06.
                           
                           
                           
                           
                           
                           Letters of Credit
                           
                           
                           22SECTION 2.07.
                           
                           
                           
                           
                           
                           Funding of Borrowings
                           
                           
                           24SECTION 2.08.
                           
                           
                           
                           
                           
                           Interest Elections
                           
                           
                           25SECTION 2.09.
                           
                           
                           
                           
                           
                           Termination and Reduction of Commitments
                           
                           
                           25SECTION 2.10.
                           
                           
                           
                           
                           
                           Repayment of Loans; Evidence of Debt
                           
                           
                           26SECTION 2.11.
                           
                           
                           
                           
                           
                           Prepayment of Loans.
                           
                           
                           26SECTION 2.12.
                           
                           
                           
                           
                           
                           Fees
                           
                           
                           27SECTION 2.13.
                           
                           
                           
                           
                           
                           Interest
                           
                           
                           28SECTION 2.14.
                           
                           
                           
                           
                           
                           Alternate Rate of Interest
                           
                           
                           28SECTION 2.15.
                           
                           
                           
                           
                           
                           Increased Costs
                           
                           
                           28SECTION 2.16.
                           
                           
                           
                           
                           
                           Break Funding Payments
                           
                           
                           29SECTION 2.17.
                           
                           
                           
                           
                           
                           Taxes
                           
                           
                           29SECTION 2.18.
                           
                           
                           
                           
                           
                           Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
                           
                           
                           30SECTION 2.19.
                           
                           
                           
                           
                           
                           Mitigation Obligations; Replacement of Lenders
                           
                           
                           32SECTION 2.20.
                           
                           
                           
                           
                           
                           Expansion Option
                           
                           
                           33SECTION 2.21.
                           
                           
                           
                           
                           
                           Defaulting Lenders
                           
                           
                           33SECTION 2.22.
                           
                           
                           
                           
                           
                           Returned Payments
                           
                           
                           33SECTION 2.23.
                           
                           
                           
                           
                           
                           Senior Debt
                           
                           
                           34ARTICLE IIIRepresentations and WarrantiesSECTION 3.01.
                           
                           
                           
                           
                           
                           Organization; Powers; Subsidiaries
                           
                           
                           34SECTION 3.02.
                           
                           
                           
                           
                           
                           Authorization; Enforceability
                           
                           
                           34SECTION 3.03.
                           
                           
                           
                           
                           
                           Governmental Approvals; No Conflicts
                           
                           
                           34SECTION 3.04.
                           
                           
                           
                           
                           
                           Financial Condition; No Material Adverse Change
                           
                           
                           34SECTION 3.05.
                           
                           
                           
                           
                           
                           Properties
                           
                           
                           34SECTION 3.06.
                           
                           
                           
                           
                           
                           Litigation and Environmental Matters
                           
                           
                           35SECTION 3.07.
                           
                           
                           
                           
                           
                           Compliance with Laws and Agreements
                           
                           
                           35SECTION 3.08.
                           
                           
                           
                           
                           
                           Investment and Holding Company Status
                           
                           
                           35SECTION 3.09.
                           
                           
                           
                           
                           
                           Taxes
                           
                           
                           35SECTION 3.10.
                           
                           
                           
                           
                           
                           ERISA
                           
                           
                           35SECTION 3.11.
                           
                           
                           
                           
                           
                           Disclosure
                           
                           
                           35SECTION 3.12.
                           
                           
                           
                           
                           
                           Federal Reserve Regulations
                           
                           
                           35SECTION 3.13.
                           
                           
                           
                           
                           
                           Liens
                           
                           
                           35SECTION 3.14.
                           
                           
                           
                           
                           
                           No Default
                           
                           
                           36SECTION 3.15.
                           
                           
                           
                           
                           
                           Security Interest in Collateral
                           
                           
                           36SECTION 3.16.
                           
                           
                           
                           
                           
                           Common Enterpris
                           
                           
                           36
      SECTION 3.17.
                           
                           
                           
                           
                           
                           Credit Card Processors
                           
                           
                           36ARTICLE IVConditionsSECTION 4.01.
                           
                           
                           
                           
                           
                           Effective Date
                           
                           
                           36SECTION 4.02.
                           
                           
                           
                           
                           
                           Each Credit Event
                           
                           
                           37ARTICLE VAffirmative CovenantsSECTION 5.01.
                           
                           
                           
                           
                           
                           Financial Statements; Borrowing Base and Other Information
                           
                           
                           38SECTION 5.02.
                           
                           
                           
                           
                           
                           Notices of Material Events
                           
                           
                           40SECTION 5.03.
                           
                           
                           
                           
                           
                           Existence; Conduct of Business
                           
                           
                           40SECTION 5.04.
                           
                           
                           
                           
                           
                           Payment of Obligations
                           
                           
                           40SECTION 5.05.
                           
                           
                           
                           
                           
                           Maintenance of Properties; Insurance
                           
                           
                           40SECTION 5.06.
                           
                           
                           
                           
                           
                           Books and Records; Inspection Rights
                           
                           
                           40SECTION 5.07.
                           
                           
                           
                           
                           
                           Compliance with Laws; Compliance with Agreements
                           
                           
                           41SECTION 5.08.
                           
                           
                           
                           
                           
                           Use of Proceeds and Letters of Credit
                           
                           
                           41SECTION 5.09.
                           
                           
                           
                           
                           
                           Subsidiary Guaranty
                           
                           
                           41SECTION 5.10.
                           
                           
                           
                           
                           
                           Casualty and Condemnation
                           
                           
                           42SECTION 5.11.
                           
                           
                           
                           
                           
                           Appraisals and Field Examinations
                           
                           
                           42SECTION 5.12.
                           
                           
                           
                           
                           
                           Depository Banks
                           
                           
                           42SECTION 5.13.
                           
                           
                           
                           
                           
                           Credit Card Processors
                           
                           
                           42ARTICLE VINegative CovenantsSECTION 6.01.
                           
                           
                           
                           
                           
                           Indebtedness
                           
                           
                           42SECTION 6.02.
                           
                           
                           
                           
                           
                           Liens
                           
                           
                           43SECTION 6.03.
                           
                           
                           
                           
                           
                           Fundamental Changes and Asset Sales
                           
                           
                           44SECTION 6.04.
                           
                           
                           
                           
                           
                           Investments, Loans, Advances, Guarantees and Acquisitions
                           
                           
                           44SECTION 6.05.
                           
                           
                           
                           
                           
                           Swap Agreements
                           
                           
                           45SECTION 6.06.
                           
                           
                           
                           
                           
                           Transactions with Affiliates
                           
                           
                           45SECTION 6.07.
                           
                           
                           
                           
                           
                           Restricted Payments; Certain Payments on Indebtedness
                           
                           
                           45SECTION 6.08.
                           
                           
                           
                           
                           
                           Restrictive Agreements
                           
                           
                           45SECTION 6.09.
                           
                           
                           
                           
                           
                           Changes in Fiscal Year
                           
                           
                           45SECTION 6.10.
                           
                           
                           
                           
                           
                           Sale and Leaseback Transactions
                           
                           
                           45SECTION 6.11.
                           
                           
                           
                           
                           
                           Financial Covenant.
                           
                           
                           46SECTION 6.12.
                           
                           
                           
                           
                           
                           Amendment of Material Documents
                           
                           
                           46ARTICLE VIIEvents of DefaultARTICLE VIIIThe Administrative AgentARTICLE IXMiscellaneousSECTION 9.01.
   
   
   
   
   
   Notices
   
   
   50SECTION 9.02.
   
   
   
   
   
   Waivers; Amendments
   
   
   51SECTION 9.03.
   
   
   
   
   
   Expenses; Indemnity; Damage Waiver
   
   
   52SECTION 9.04.
   
   
   
   
   
   Successors and Assigns
   
   
   53SECTION 9.05.
   
   
   
   
   
   Survival
   
   
   54SECTION 9.06.
   
   
   
   
   
   Counterparts; Integration; Effectiveness
   
   
   55SECTION 9.07.
   
   
   
   
   
   Severability
   
   
   55ii
      SECTION 9.08.
   
   
   
   
   
   Right of Setoff
   
   
   55SECTION 9.09.
   
   
   
   
   
   Governing Law; Jurisdiction; Consent to Service of Process
   
   
   55SECTION 9.10.
   
   
   
   
   
   WAIVER OF JURY TRIAL
   
   
   55SECTION 9.11.
   
   
   
   
   
   Headings
   
   
   56SECTION 9.12.
   
   
   
   
   
   Confidentiality
   
   
   56SECTION 9.13.
   
   
   
   
   
   USA PATRIOT Act
   
   
   56SECTION 9.14.
   
   
   
   
   
   Disclosure
   
   
   56SECTION 9.15.
   
   
   
   
   
   Appointment for Perfection
   
   
   56
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  iii
      SCHEDULES:Schedule 2.01 - CommitmentsSchedule 2.06 - Existing Letters of CreditSchedule 3.01 - SubsidiariesSchedule 3.06 - Disclosed MattersSchedule 3.17 - Credit Card ProcessorsSchedule 6.01 - Existing IndebtednessSchedule 6.02 - Existing LiensEXHIBITS:Exhibit A   - Form of Assignment and AssumptionExhibit B-1- Forms of Opinions of Loan Parties' Special CounselsExhibit B-2- Form of Opinion of Loan Parties' General CounselExhibit C   - Form of Increasing Lender SupplementExhibit D   - Form of Augmenting Lender SupplementExhibit E   - List of Closing DocumentsExhibit F   - Form of Subsidiary GuarantyExhibit G  - Form of Borrowing Base Certificate
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  iv
      AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of July 30, 2009 among KENNETH COLE PRODUCTIONS, INC.,
                     the LENDERS party hereto, PNC BANK, NATIONAL ASSOCIATION, as
                     Documentation Agent, BANK OF AMERICA, N.A. and WACHOVIA BANK,
                     NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE
                     BANK, N.A., as Administrative Agent.
                  WHEREAS, the Borrower, the lenders party thereto from time to time
                     and JPMorgan Chase Bank, N.A., as administrative agent thereunder are
                     currently party to that certain Credit Agreement, dated as of
                     December 20, 2006 (as amended, supplemented or otherwise modified
                     prior to the date hereof, the "Existing Credit Agreement").
                  WHEREAS, the Borrower, the "Required Lenders" under the Existing
                     Credit Agreement and the Administrative Agent have agreed pursuant to
                     the Restatement Amendment to (a) amend and restate the Existing
                     Credit Agreement in its entirety; (b) re-evidence the Obligations
                     under the Existing Credit Agreement, which shall be repayable in
                     accordance with the terms of this Agreement; and (c) set forth the
                     amended terms and conditions under which the Lenders will, from time
                     to time, make loans and extend other financial accommodations to or
                     for the benefit of the Borrower.
                  WHEREAS, it is the intent of the parties hereto that this Agreement
                     not constitute a novation of the obligations and liabilities of the
                     parties under the Existing Credit Agreement or be deemed to evidence
                     or constitute full repayment of such obligations and liabilities, but
                     that this Agreement amend and restate in its entirety the Existing
                     Credit Agreement and re-evidence the obligations and liabilities of
                     the Borrower outstanding thereunder, which shall be payable in
                     accordance with the terms hereof.
                  WHEREAS, it is also the intent of the Borrower and the Guarantors to
                     confirm that all obligations under the "Loan Documents" (as referred
                     to and defined in the Existing Credit Agreement) shall continue in
                     full force and effect as modified and/or restated by the Loan
                     Documents (as referred to and defined herein) and that, from and
                     after the Effective Date, all references to the "Credit Agreement"
                     contained in any such existing "Loan Documents" shall be deemed to
                     refer to this Agreement.
                  NOW, THEREFORE, in consideration of the premises and the mutual
                     covenants contained herein, the parties hereto agree as follows:
                  ARTICLE I
                  Definitions
                  SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings
                     specified below:
                  "ABR", when used in reference to any Loan or Borrowing, refers to such
                     Loan, or the Loans comprising such Borrowing, bearing interest at a
                     rate determined by reference to the Alternate Base Rate.
                  "Account" has the meaning assigned to such term in the Security Agreement.
                  "Account Debtor" means any Person obligated on an Account.
                  "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest
                     Period or for any ABR Borrowing, an interest rate per annum (rounded
                     upwards, if necessary, to the next
                     1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
                     multiplied by (b) the Statutory Reserve Rate.
                  "Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as administrative
                     agent for the Lenders hereunder.
                  "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the
                     Administrative Agent.
                  "Affected Foreign Subsidiary" means any Foreign Subsidiary to the extent such Foreign Subsidiary
                     acting as a Subsidiary Guarantor would cause a Deemed Dividend.
                  "Affiliate" means, with respect to a specified Person, another Person that
                     directly, or indirectly through one or more intermediaries, Controls
                     or is Controlled by or is under common Control with the Person
                     specified.
                  "Aggregate Credit Exposure" means, at any time, the aggregate Credit Exposure of all the Lenders.

                  "Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate
for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%;
provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters
Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day
(without any rounding).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or
the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, (a) with respect to Revolving
                     Loans, LC Exposure, Swingline Loans or Overadvances, a percentage
                     equal to a fraction the numerator of which is such Lender's
                     Commitment and the denominator of which is the total Commitments of
                     all Lenders (if the Commitments have terminated or expired, the
                     Applicable
      Percentages shall be determined based upon the Commitments most
                     recently in effect, giving effect to any assignments) and (b) with
                     respect to Protective Advances or with respect to the Aggregate
                     Credit Exposure, a percentage based upon its share of the Aggregate
                     Credit Exposure and the unused Commitments; provided that in the case of Section 2.21 when a Defaulting Lender shall
                     exist, any such Defaulting Lender's Commitment shall be disregarded
                     in the calculation.
                  "Applicable Pledge Percentage" means 100% but 65% in the case of a pledge by the Borrower or any
                     Domestic Subsidiary of its Equity Interests in a Foreign Subsidiary
                     that is an Affected Foreign Subsidiary due to a Deemed Dividend.
                  "Applicable Rate" means, for any day, with respect to any ABR Loan or Eurodollar
                     Revolving Loan, or with respect to the commitment fees and commercial
                     Letter of Credit fees payable hereunder, as the case may be, the
                     applicable rate per annum set forth below under the caption "ABR
                     Spread" or "Eurodollar Spread", "Commitment Fee Rate" or "Commercial
                     Letter of Credit Rate", as the case may be:
                  EurodollarSpread
                           
                           
                           ABRSpread
                           
                           
                           Commitment Fee Rate
                           
                           
                           Commercial Letter of Credit Rate3.50%
                           
                           
                           2.50%
                           
                           
                           0.50%
                           
                           
                           1.40%"Approved Fund" has the meaning assigned to such term in Section 9.04.
                  "Assignment and Assumption" means an assignment and assumption agreement entered into by a
                     Lender and an assignee (with the consent of any party whose consent
                     is required by Section 9.04), and accepted by the Administrative
                     Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
                  "Augmenting Lender" has the meaning assigned to such term in Section 2.20.
                  "Availability Period" means the period from and including the Effective Date to but
                     excluding the earlier of the Maturity Date and the date of
                     termination of the Commitments.
                  "Availability" means, at any time, an amount equal to (a) the lesser of (i) the
                     aggregate of the Commitments and (ii) the Borrowing Base minus (b) the Revolving Credit Exposure of all Lenders.
                  "Availability Trigger" shall be in effect at any time that the average Availability for
                     the most recently ended calendar month is less than $12,500,000.
                  "Available Commitment" means, at any time, the total Commitments then in effect minus the Revolving Credit Exposure of all Lenders at such time; it being
                     understood and agreed that any Lender's Swingline Exposure shall not
                     be deemed to be a component of the Revolving Credit Exposure for
                     purposes of calculating the commitment fee under Section 2.12(a).
                  "Banking Services" means each and any of the following bank services provided to the
                     Borrower or any Subsidiary by any Lender or any of its
                     Affiliates: (a) credit cards for commercial customers (including,
                     without limitation, commercial credit cards and purchasing
                     cards), (b) stored value cards and (c) treasury management services
                     (including, without limitation, controlled disbursement, automated
                     clearinghouse transactions, return items, overdrafts and interstate
                     depository network services).
                  "Banking Services Obligations" means any and all obligations of the Borrower or any Subsidiary,
                     whether absolute or contingent and howsoever and whensoever created,
                     arising, evidenced or acquired (including all renewals, extensions
                     and modifications thereof and substitutions therefor) in connection
                     with Banking Services.
                  "Banking Services Reserves" means all Reserves which the Administrative Agent from time to time
                     establishes in its Permitted Discretion for Banking Services then
                     provided or outstanding.
                  "Board" means the Board of Governors of the Federal Reserve System of the
                     United States of America.
                  "Borrower" means Kenneth Cole Productions, Inc., a New York corporation.
                  "Borrowing" means (a) Revolving Loans of the same Type, made, converted or
                     continued on the same date and, in the case of Eurodollar Loans, as
                     to which a single Interest Period is in effect, (b) a Swingline
                     Loan, (c) a Protective Advance and (d) an Overadvance.
                  "Borrowing Base" means, at any time, the sum of (a) 85% of the Eligible Accounts at such time, plus (b) 90% of the Eligible Credit Card Account Receivables, plus (c) the lesser of (i) 75% of the Eligible Inventory, valued at the
                     lower of cost or market value, determined on a first-in-first-out
                     basis, at such time and (ii) the product of 85% multiplied by the
                     High Season or Low
         2
      Season, as applicable, Net Orderly Liquidation Value percentage
                     identified in the most recent inventory appraisal ordered by the
                     Administrative Agent multiplied by the Eligible Inventory, valued at
                     the lower of cost or market value, determined on a first-in-first-out
                     basis, at such time, minus (c) Reserves. The Administrative Agent
                     may, in its Permitted Discretion, establish additional standards of
                     eligibility and reserves against eligibility, reduce the advance
                     rates set forth above and adjust Reserves. It is understood and
                     agreed that any amendment or modification to increase the advance
                     rates set forth in this definition of Borrowing Base or to add new
                     categories of eligible assets, shall not be effective without the
                     written consent of the Borrower, the Administrative Agent and each
                     Lender (other than a Defaulting Lender).
                  "Borrowing Base Certificate" means a certificate, signed and certified as accurate and complete
                     by a Financial Officer of the Borrower, in substantially the form of
                     Exhibit G or another form which is acceptable to the Administrative
                     Agent in its sole discretion.
                  "Borrowing Request" means a request by the Borrower for a Revolving Borrowing in
                     accordance with Section 2.03.
                  "Business Day" means any day that is not a Saturday, Sunday or other day on which
                     commercial banks in New York City are authorized or required by law
                     to remain closed; provided that, when used in connection with a
                     Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings
                     in Dollar deposits in the London interbank market.
                  "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or
                     other amounts under any lease of (or other arrangement conveying the
                     right to use) real or personal property, or a combination thereof,
                     which obligations are required to be classified and accounted for as
                     capital leases on a balance sheet of such Person under GAAP, and the
                     amount of such obligations shall be the capitalized amount thereof
                     determined in accordance with GAAP.
                  "Casualty Event" means any casualty or other insured damage to, or any taking under
                     power of eminent domain or by condemnation or similar proceeding, of
                     any Collateral.
                  "Change in Control" means (a) the acquisition of ownership, directly or indirectly,
                     beneficially or of record, by any Person or group (within the meaning
                     of the Securities Exchange Act of 1934 and the rules of the
                     Securities and Exchange Commission thereunder as in effect on the
                     date hereof but excluding the Cole Family), of Equity Interests
                     representing more than 50% of the aggregate ordinary voting power
                     represented by the issued and outstanding Equity Interests of the
                     Borrower; (b) occupation of a majority of the seats (other than
                     vacant seats) on the board of directors of the Borrower by Persons
                     who were neither (i) nominated by the board of directors of the
                     Borrower nor (ii) appointed by directors so nominated; or (c) the
                     acquisition of direct or indirect Control of the Borrower by any
                     Person or group (other than the Cole Family).
                  "Change in Law" means (a) the adoption of any law, rule or regulation after the
                     date of this Agreement, (b) any change in any law, rule or regulation
                     or in the interpretation or application thereof by any Governmental
                     Authority after the date of this Agreement or (c) compliance by any
                     Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by
                     any lending office of such Lender or by such Lender's or such Issuing
                     Bank's holding company, if any) with any request, guideline or
                     directive (whether or not having the force of law) of any
                     Governmental Authority made or issued after the date of this
                     Agreement.
                  "Class", when used in reference to any Loan or Borrowing, refers to whether
                     such Loan, or the Loans comprising such Borrowing, are Revolving
                     Loans, Swingline Loans, Protective Advances or Overadvances.
                  "Code" means the Internal Revenue Code of 1986, as amended from time to time.
                  "Co-Syndication Agent" means each of Bank of America, N.A. and Wachovia Bank, National
                     Association in its capacity as co-syndication agent for the credit
                     facility evidenced by this Agreement.
                  "Cole Family" means any member or members of Mr. Kenneth Cole's immediate family,
                     including (i) any spouse or any linear descendant of a parent or
                     grandparent of either Mr. Cole or his spouse (collectively, with Mr.
                     Cole, the "Members"); (ii) any trust, partnership or limited
                     liability company created principally for the benefit of any such
                     Member or Members; (iii) any trust in respect of which any Member
                     serves as a trustee, provided that the trust instruments governing
                     such trust shall provide that such Member, as trustee, shall retain
                     sole and exclusive control over the voting and disposition of the
                     equity interests in such trust at least until the termination of this
                     Agreement; and (iv) any executor, administrator or personal
                     representative of the estate of a Member.
                  "Collateral" means any and all property owned, leased or operated by a Person
                     covered by the Collateral Documents and any and all other property of
                     any Loan Party, now existing or hereafter acquired, that may at any
                     time be or become subject to a security interest or Lien in favor of
                     the Administrative Agent, on behalf of itself and the Secured
                     Parties, to secure the Secured Obligations; provided that "Collateral" shall not include any Excluded Assets.
                  "Collateral Access Agreement" has the meaning assigned to such term in the Security Agreement.
         3
      "Collateral Documents" means, collectively, the Security Agreement and any other documents
                     granting a Lien upon the Collateral as security for payment of the
                     Secured Obligations.
                  "Collection Account" has the meaning assigned to such term in the Security Agreement.
                  "Commitment" means, with respect to each Lender, the commitment of such Lender
                     to make Revolving Loans and to acquire participations in Letters of
                     Credit, Protective Advances, Overadvances and Swingline Loans
                     hereunder, expressed as an amount representing the maximum possible
                     aggregate amount of such Lender's Revolving Credit Exposure
                     hereunder, as such commitment may be (a) reduced or terminated from
                     time to time pursuant to Section 2.09, (b) increased from time to
                     time pursuant to Section 2.20 and (c) reduced or increased from time
                     to time pursuant to assignments by or to such Lender pursuant to
                     Section 9.04. The initial amount of each Lender's Commitment is set
                     forth on Schedule 2.01, or in the Assignment and Assumption or other documentation
                     contemplated hereby pursuant to which such Lender shall have assumed
                     its Commitment, as applicable. The initial aggregate amount of the
                     Lenders' Commitments is $60,000,000.
                  "Consolidated Capital Expenditures" means, without duplication, any expenditure or commitment to expend
                     money for any purchase or other acquisition of any asset which would
                     be classified as a fixed or capital asset on a consolidated balance
                     sheet of the Borrower and its Subsidiaries prepared in accordance
                     with GAAP.
                  "Consolidated EBITDA" means Consolidated Net Income plus, to the extent deducted from
                     revenues in determining Consolidated Net Income, (i) Consolidated
                     Interest Expense, (ii) expense
                     for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v)
                     extraordinary non-cash losses, (vi) non-cash losses, charges or
                     expenses arising from the issuance of stock or stock options to
                     employees minus, (a) to the extent included in Consolidated Net
                     Income, extraordinary non-cash gains and (b) the amount of any
                     subsequent cash payments in respect of any non-cash losses, charges
                     or expenses described in the foregoing clause (v) or (vi), all
                     calculated for the Borrower and its Consolidated Subsidiaries in
                     accordance with GAAP on a consolidated basis.
                  "Consolidated Interest Expense" means, with reference to any period, total interest expense
                     (including that attributable to Capital Lease Obligations) of the
                     Borrower and its Consolidated Subsidiaries for such period with
                     respect to all outstanding Indebtedness of the Borrower and its
                     Subsidiaries (including all commissions, discounts and other fees and
                     charges owed with respect to letters of credit and bankers'
                     acceptance financing and net costs under Swap Agreements in respect
                     of interest rates to the extent such net costs are allocable to such
                     period in accordance with GAAP), calculated on a consolidated basis
                     for the Borrower and its Consolidated Subsidiaries for such period in
                     accordance with GAAP.
                  "Consolidated Net Income" means, with reference to any period, the net income (or loss) of
                     the Borrower and its Consolidated Subsidiaries calculated in
                     accordance with GAAP on a consolidated basis (without duplication)
                     for such period.
                  "Consolidated Subsidiary" means at any date, any corporation, limited liability company,
                     partnership, association or other entity the accounts of which would
                     be consolidated with those of the Borrower in the Borrower's
                     consolidated financial statements if such financial statements were
                     prepared in accordance with GAAP as of such date.
                  "Consolidated Tangible Assets" means, as of the date of any determination thereof, Consolidated Total Assets minus the sum of unamortized debt discount and expenses and other
                     unamortized deferred charges, goodwill, patents, trademarks, service
                     marks, trade names, copyrights, franchises and any other assets that
                     are considered to be intangible assets under GAAP, in each case on a
                     consolidated basis for the Borrower and its Consolidated Subsidiaries.
                  "Consolidated Total Assets" means, as of the date of any determination thereof, total assets of
                     the Borrower and its Consolidated Subsidiaries calculated in
                     accordance with GAAP on a consolidated basis as of such date.
                  "Control" means the possession, directly or indirectly, of the power to
                     direct or cause the direction of the management or policies of a
                     Person, whether through the ability to exercise voting power, by
                     contract or otherwise. "Controlling" and "Controlled" have meanings
                     correlative thereto.
                  "Controlled Disbursement Account" means any accounts of any Loan Party maintained with the
                     Administrative Agent as a zero balance, cash management account
                     pursuant to and under any agreement between the such Loan Party and
                     the Administrative Agent, as modified and amended from time to time,
                     and through which all disbursements of such Loan Party and any
                     designated Subsidiary of the Borrower are made and settled on a daily
                     basis with no uninvested balance remaining overnight.
                  "Credit Card Account Receivables" means any receivables due to any Loan Party on a non-recourse basis
                     in connection with purchases from and other goods and services
                     provided by such Loan Party from: Visa, MasterCard, American Express
                     and such other Credit Card Processor acceptable to the Administrative
                     Agent, in each case which have been earned by performance
         4
      by such Loan Party but not yet paid to such Loan Party by the Credit
                     Card Processor; provided, that Credit Card Account Receivables shall be calculated net of fees and chargebacks owed to
                     credit card processors and deposits, holdbacks or escrows held by
                     credit card processors.
                  "Credit Card Processor" means a Person that provides credit card processing services for any merchant.
                  "Credit Event" means a Borrowing, the issuance of a Letter of Credit, an LC
                     Disbursement or any of the foregoing.
                  "Credit Exposure" means, as to any Lender at any time, the sum of (a) such Lender's
                     Revolving Credit Exposure at such time, plus (b) an amount equal to
                     its Applicable Percentage, if any, of the aggregate principal amount
                     of Protective Advances outstanding at such time.
                  "Deemed Dividend" means, with respect to any Foreign Subsidiary, such Foreign
                     Subsidiary's accumulated and undistributed earnings and profits being
                     deemed to be repatriated to the Borrower or the applicable parent
                     Domestic Subsidiary under Section 956 of the Code and the effect of
                     such repatriation causing materially adverse tax consequences to the
                     Borrower or such parent Domestic Subsidiary, in each case as
                     determined by the Borrower in its commercially reasonable judgment
                     acting in good faith and in consultation with its legal and tax
                     advisors.
                  "Default" means any event or condition which constitutes an Event of Default
                     or which upon notice, lapse of time or both would, unless cured or
                     waived, become an Event of Default.
                  "Defaulting Lender" means any Lender, as determined by the Administrative Agent, that
                     has (a) failed to fund any portion of its Loans or participations in
                     Letters of Credit or Swingline Loans within three (3) Business Days
                     of the date required to be funded by it hereunder, (b) notified the
                     Borrower, the Administrative Agent, any Issuing Bank, the Swingline
                     Lender or any Lender in writing that it does not intend to comply
                     with any of its funding obligations under this Agreement or has made
                     a public statement to the effect that it does not intend to comply
                     with its funding obligations under this Agreement or under other
                     agreements in which it commits to extend credit, (c) failed, within
                     three (3) Business Days after request by the Administrative Agent, to
                     confirm that it will comply with the terms of this Agreement relating
                     to its obligations to fund prospective Loans and participations in
                     then outstanding Letters of Credit and Swingline Loans, (d) otherwise
                     failed to pay over to the Administrative Agent or any other Lender
                     any other amount required to be paid by it hereunder within three (3)
                     Business Days of the date when due, unless the subject of a good
                     faith dispute, or (e) (i) become or is insolvent or has a parent
                     company that has become or is insolvent or (ii) become the subject of
                     a bankruptcy or insolvency proceeding, or has had a receiver,
                     conservator, trustee, administrator, assignee for the benefit of
                     creditors or similar Person charged with reorganization or
                     liquidation of its business or custodian appointed for it, or has
                     taken any action in furtherance of, or indicating its consent to,
                     approval of or acquiescence in any such proceeding or appointment or
                     has a parent company that has become the subject of a bankruptcy or
                     insolvency proceeding, or has had a receiver, conservator, trustee,
                     administrator, assignee for the benefit of creditors or similar
                     Person charged with reorganization or liquidation of its business or
                     custodian appointed for it, or has taken any action in furtherance
                     of, or indicating its consent to, approval of or acquiescence in any
                     such proceeding or appointment.
                  "Disclosed Matters" means the actions, suits and proceedings and the environmental
                     matters disclosed in Schedule 3.06.
                  "Document" has the meaning assigned to such term in the Security Agreement.
                  "Dollars" or "$" refers to lawful money of the United States of America.
                  "Documentation Agent" means PNC Bank, National Association, in its capacity as
                     documentation agent for the credit facility evidenced by this
                     Agreement.
                  "Domestic Subsidiary" means a Subsidiary organized under the laws of a jurisdiction
                     located in the United States of America.
                  "Effective Date" means the date on which the conditions specified in Section 4.01
                     are satisfied (or waived in accordance with Section 9.02).
                  "Eligible Accounts" means, at any time, the Accounts of any Loan Party which the
                     Administrative Agent determines in its Permitted Discretion are
                     eligible as the basis for the extension of Revolving Loans, Swingline
                     Loans and the issuance of Letters of Credit hereunder. Without
                     limiting the Administrative Agent's discretion provided herein,
                     Eligible Accounts shall not include any Account:
                  (a)      which is not subject to a first priority perfected security
                     interest in favor of the Administrative Agent;
                  (b)      which is subject to any Lien other than (i) a Lien in favor
                     of the Administrative Agent and (ii) a Permitted Encumbrance which
                     does not have priority over the Lien in favor of the Administrative
                     Agent;
         5
      (c)      which (i) is unpaid more than 90 days after the date of the
                     original invoice therefor or more than 60 days after the original due
                     date, or (ii) has been written off the books of such Loan Party or
                     otherwise designated as uncollectible;
                  (d)      which is owing by an Account Debtor for which more than 50%
                     of the Accounts owing from such Account Debtor and its Affiliates are
                     ineligible hereunder;
                  (e)      which is owing by an Account Debtor to the extent the
                     aggregate amount of Accounts owing from such Account Debtor and its
                     Affiliates to such Loan Party exceeds 15% of the aggregate amount of
                     Eligible Accounts;
                  (f)      with respect to which any covenant, representation, or
                     warranty contained in this Agreement or in the Security Agreement has
                     been breached or is not true;
                  (g)      which (i) does not arise from the sale of goods or
                     performance of services in the ordinary course of business (other
                     than in the case of Accounts arising from the licensing of trademarks
                     in the ordinary course of business), (ii) is not evidenced by an
                     invoice or other documentation satisfactory to the Administrative
                     Agent which has been sent to the Account Debtor, (iii) represents a
                     progress billing, (iv) is contingent upon such Loan Party's
                     completion of any further performance, (v) represents a sale on a
                     bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
                     consignment, cash-on-delivery or any other repurchase or return basis
                     or (vi) relates to payments of interest;
                  (h)      for which the goods giving rise to such Account have not
                     been shipped to the Account Debtor or for which the services giving
                     rise to such Account have not been performed by such Loan Party or if
                     such Account was invoiced more than once;
                  (i)       with respect to which any check or other instrument of
                     payment has been returned uncollected for any reason;
                  (j)      which is owed by an Account Debtor which has (i) applied
                     for, suffered, or consented to the appointment of any receiver,
                     custodian, trustee, or liquidator of its assets, (ii) has had
                     possession of all or a material part of its property taken by any
                     receiver, custodian, trustee or liquidator, (iii) filed, or had filed
                     against it, any request or petition for liquidation, reorganization,
                     arrangement, adjustment of debts, adjudication as bankrupt,
                     winding-up, or voluntary or involuntary case under any state or
                     federal bankruptcy laws, (iv) has admitted in writing its inability,
                     or is generally unable to, pay its debts as they become due, (v)
                     become insolvent, or (vi) ceased operation of its business;
                  (k)      which is owed by any Account Debtor which has sold all or a
                     substantially all of its assets;
                  (l)      which is owed by an Account Debtor which (i) does not
                     maintain its chief executive office in the U.S. or Canada or (ii) is
                     not organized under applicable law of the U.S., any state of the
                     U.S., Canada, or any province of Canada unless, in either case, such
                     Account is backed by a letter of credit acceptable to the
                     Administrative Agent which is in the possession of, and is directly
                     drawable by, the Administrative Agent;
                  (m)      which is owed in any currency other than Dollars;
                  (n)      which is owed by (i) the government (or any department,
                     agency, public corporation, or instrumentality thereof) of any
                     country other than the U.S. unless such Account is backed by a Letter
                     of Credit acceptable to the Administrative Agent which is in the
                     possession of the Administrative Agent, or (ii) the government of the
                     U.S., or any department, agency, public corporation, or
                     instrumentality thereof, unless the Federal Assignment of Claims Act
                     of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et
                     seq.), and any other steps necessary to perfect the Lien of the
                     Administrative Agent in such Account have been complied with to the
                     Administrative Agent's satisfaction;
                  (o)      which is owed by any Affiliate, employee, officer, director,
                     agent or stockholder of any Loan Party;
                  (p)      which, for any Account Debtor, exceeds a credit limit
                     determined by the Administrative Agent, to the extent of such excess;
                  (q)      which is owed by an Account Debtor or any Affiliate of such
                     Account Debtor to which any Loan Party is indebted, but only to the
                     extent of such indebtedness or is subject to any security, deposit,
                     progress payment, retainage or other similar advance made by or for
                     the benefit of an Account Debtor, in each case to the extent thereof;
                  (r)      which is subject to any counterclaim, deduction, defense,
                     setoff or dispute;
                  (s)      which is evidenced by any promissory note, chattel paper, or
                     instrument, unless such promissory note, chattel paper or instrument
                     is in the possession of the Administrative Agent, and to the extent
                     necessary or appropriate, endorsed to the Administrative Agent;
         6
      (t)      which is owed by an Account Debtor located in any
                     jurisdiction which requires filing of a "Notice of Business Activities Report" or other similar report in order to permit the applicable Loan
                     Party to seek judicial enforcement in such jurisdiction of payment of
                     such Account, unless such Loan Party has filed such report or
                     qualified to do business in such jurisdiction;
                  (u)      with respect to which such Loan Party has made any agreement
                     with the Account Debtor for any reduction thereof, other than
                     discounts and adjustments given in the ordinary course of business,
                     or any Account which was partially paid and such Loan Party created a
                     new receivable for the unpaid portion of such Account;
                  (v)      which does not comply in all material respects with the
                     requirements of all applicable laws and regulations, whether Federal,
                     state or local, including without limitation the Federal Consumer
                     Credit Protection Act, the Federal Truth in Lending Act and
                     Regulation Z of the Board;
                  (w)      which is for goods that have been sold under a purchase
                     order or pursuant to the terms of a contract or other agreement or
                     understanding (written or oral) that indicates or purports that any
                     Person other than such Loan Party has or has had an ownership
                     interest in such goods, or which indicates any party other than such
                     Loan Party as payee or remittance party;
                  (x)      which was created on cash on delivery terms;
                  (y)     which is subject to any limitation on assignments or other
                     security interests (whether arising by operation of law, by agreement
                     or otherwise), unless the Administrative Agent has determined that
                     such limitation is not enforceable;
                  (z)      which is governed by the laws of any jurisdiction other than
                     the United States, any State thereof or the District of Columbia;
                  (aa)      in respect of which the Account Debtor is a consumer within
                     the meaning of applicable consumer protection legislation; or
                  (bb)      which the Administrative Agent determines may not be paid
                     by reason of the Account Debtor's inability to pay or which the
                     Administrative Agent otherwise determines in its Permitted Discretion
                     is unacceptable for any reason whatsoever.
                  In the event that an Account which was previously an Eligible Account
                     ceases to be an Eligible Account hereunder, the Borrower shall notify
                     the Administrative Agent thereof on and at the time of submission to
                     the Administrative Agent of the next Borrowing Base Certificate. In
                     determining the amount of an Eligible Account, the face amount of an
                     Account may, in the Administrative Agent's Permitted Discretion, be
                     reduced by, without duplication, to the extent not reflected in such
                     face amount, (i) the amount of all accrued and actual discounts,
                     claims, credits or credits pending, promotional program allowances,
                     price adjustments, finance charges or other allowances (including any
                     amount that the applicable Loan Party may be obligated to rebate to
                     an Account Debtor pursuant to the terms of any agreement or
                     understanding (written or oral)) and (ii) the aggregate amount of all
                     cash received in respect of such Account but not yet applied by the
                     applicable Loan Party to reduce the amount of such Account. For the
                     avoidance of doubt, no Credit Card Account Receivable shall
                     constitute an Eligible Account under this Agreement.
                  "Eligible Credit Card Account Receivables" means any Credit Card Account Receivable that (i) has been earned
                     and represents the bona fide amounts due to a Loan Party from a
                     Credit Card Processor, and in each case originated in the ordinary
                     course of business of the applicable Loan Party and (ii) is not
                     excluded as an Eligible Credit Card Account Receivable pursuant to
                     any of clauses (a) through (l) below. Without limiting the foregoing,
                     to qualify as an Eligible Credit Card Account Receivable, a Credit
                     Card Account Receivable shall indicate no person other than a Loan
                     Party as payee or remittance party. Eligible Credit Card Account
                     Receivable shall not include any Credit Card Account Receivable if:
                  (a)      such Credit Card Account Receivable is not owned by a Loan
                     Party and such Loan Party does not have good or marketable title to
                     such Credit Card Account Receivable;
                  
                  (b)      such Credit Card Account Receivable does not constitute an
                     "Account" (as defined in the UCC) or such Credit Card Account
                     Receivable has been outstanding more than five (5) Business Days;
                  (c)      the Credit Card Processor of the applicable credit card
                     with respect to such Credit Card Account Receivable is the subject of
                     any bankruptcy or insolvency proceedings;
                  (d)      such Credit Card Account Receivable is not a valid, legally
                     enforceable obligation of the applicable credit card issuer with
                     respect thereto;
         7
      (e)     such Credit Card Account Receivable is not subject to a
                     properly perfected security interest in favor of the Administrative
                     Agent, or is subject to any Lien whatsoever other than Permitted
                     Encumbrances contemplated by the processor agreements and for which
                     appropriate reserves (as determined by the Administrative Agent in
                     its Permitted Discretion) have been established or maintained by the
                     Loan Parties;
                  (f)      such Credit Card Account Receivable does not conform in all
                     material respects to all representations, warranties or other
                     provisions in the Loan Documents or in the credit card agreements
                     relating to such Credit Card Account Receivable;
                  (g)      such Credit Card Account Receivable is subject to risk of
                     set-off, non-collection or not being processed due to unpaid and/or
                     accrued Credit Card Processor fee balances;
                  (h)      such Credit Card Account Receivable is evidenced by
                     "chattel paper" or an "instrument" of any kind unless such "chattel
                     paper" or "instrument" is in the possession of the Administrative
                     Agent, and to the extent necessary or appropriate, endorsed to the
                     Administrative Agent;
                  (i)      such Credit Card Account Receivable has been disputed, or
                     with respect to which a claim, counterclaim, offset or chargeback has
                     been asserted, by the related Credit Card Processor;
                  (j)      such Credit Card Account Receivable is due from a Credit
                     Card Processor which the Administrative Agent determines in its
                     Permitted Discretion to be unlikely to be collected;
                  (k)      other than for the sixty (60) days immediately following
                     the Effective Date, such Credit Card Account Receivable is due from a
                     Credit Card Processor with respect to which a Processor Control
                     Agreement has not been obtained; or
                  (l)      such Credit Card Account Receivable does not meet such
                     other usual and customary eligibility criteria for Credit Card
                     Account Receivables as the Administrative Agent may determine from
                     time to time in its Permitted Discretion.
                  In the event that a Credit Card Account Receivable which was
                     previously an Eligible Credit Card Account Receivable ceases to be an
                     Eligible Credit Card Account Receivable hereunder, the Borrower shall
                     notify the Administrative Agent thereof on and at the time of
                     submission to the Administrative Agent of the next Borrowing Base
                     Certificate. In determining the amount to be so included in the
                     calculation of the value of an Eligible Credit Card Account
                     Receivable, the face amount thereof shall be reduced by, without
                     duplication, to the extent not reflected in such face amount, (i) the
                     amount of all customary fees and expenses in connection with any
                     credit card arrangements and (ii) the aggregate amount of all cash
                     received in respect thereof but not yet applied by the applicable
                     Loan Party to reduce the amount of such Eligible Credit Card Account
                     Receivable.
                  "Eligible Inventory" means, at any time, the Inventory of a Loan Party which the
                     Administrative Agent determines in its Permitted Discretion is
                     eligible as the basis for the extension of Revolving Loans, Swingline
                     Loans and the issuance of Letters of Credit hereunder. Without
                     limiting the Administrative Agent's discretion provided herein,
                     Eligible Inventory shall not include any Inventory:
                  (a)      which is not subject to a first priority perfected Lien in
                     favor of the Administrative Agent;
                  (b)     which is subject to any Lien other than (i) a Lien in favor
                     of the Administrative Agent and (ii) a Permitted Encumbrance which
                     does not have priority over the Lien in favor of the Administrative
                     Agent;
                  (c)      which the Administrative Agent reasonably determines in
                     good faith is slow moving, obsolete, unmerchantable, defective, used,
                     unfit for sale, not salable at prices approximating at least the cost
                     of such Inventory in the ordinary course of business or unacceptable
                     due to age, type, category and/or quantity;
                  (d)      with respect to which any covenant, representation, or
                     warranty contained in this Agreement or the Security Agreement has
                     been breached or is not true and which does not conform to all
                     standards imposed by any Governmental Authority;
                  (e)      in which any Person other than the applicable Loan Party
                     shall (i) have any direct or indirect ownership, interest or title to
                     such Inventory or (ii) be indicated on any purchase order or invoice
                     with respect to such Inventory as having or purporting to have an
                     interest therein;
                  (f)     which is not finished goods or which constitutes
                     work-in-process, raw materials, spare or replacement parts,
                     subassemblies, packaging and shipping material, manufacturing
                     supplies, samples, prototypes, displays or display items,
                     bill-and-hold goods, goods that are returned or marked for return,
                     repossessed goods, defective or damaged goods, goods held on
                     consignment, or goods which are not of a type held for sale in the
                     ordinary course of business;
                  (g)      which is not located in the U.S. or is in transit with a
                     common carrier from vendors and suppliers; provided that Inventory in transit from licensee vendors, or between stores
                     and other retail locations owned or operated by the Borrower and
         8
      Inventory constituting Permitted LC Inventory, shall not in each case
                     be excluded from "Eligible Inventory" pursuant to this clause (g) so
                     long as (i) such Inventory has been paid for in full by the
                     applicable Loan Party, (ii) the Administrative Agent shall have
                     received evidence that such Inventory is covered by casualty
                     insurance and the Administrative Agent shall have been named as an
                     additional loss payee with respect to such casualty insurance, and
                     (iii) other than for the sixty (60) days following the Effective
                     Date, the Administrative Agent shall have received, to the extent
                     requested by the Administrative Agent in its Permitted Discretion, a
                     duly executed Collateral Access Agreement from the applicable Loan
                     Party's customs broker with respect to such Inventory;
                  (h)      which is located in a warehouse, distribution center,
                     regional distribution center or depot located in any location leased
                     by the applicable Loan Party unless (i) the lessor has delivered to
                     the Administrative Agent a Collateral Access Agreement or (ii) a
                     Reserve for rent, charges, and other amounts due or to become due
                     with respect to such facility has been established by the
                     Administrative Agent in its Permitted Discretion;
                  (i)      which is located in a store or other retail location leased
                     by the applicable Loan Party in any Landlord Lien State unless (i)
                     the lessor has delivered to the Administrative Agent a Collateral
                     Access Agreement or (ii) a Reserve for rent, charges and other
                     amounts due or to become due with respect to such facility has been
                     established by the Administrative Agent in its Permitted Discretion;
                  (j)      which is located in any third party warehouse or is in the
                     possession of a bailee (other than a third party processor) and is
                     not evidenced by a Document, unless (i) such warehouseman or bailee
                     has delivered to the Administrative Agent a Collateral Access
                     Agreement and such other documentation as the Administrative Agent
                     may require or (ii) an appropriate Reserve has been established by
                     the Administrative Agent in its Permitted Discretion;
                  (k)      which is being processed offsite at a third party location
                     or outside processor, or is in-transit to or from said third party
                     location or outside processor;
                  (l)      which is a discontinued product or component thereof;
                  (m)     which is the subject of a consignment by the applicable Loan
                     Party as consignor;
                  (n)     which contains or bears any intellectual property rights
                     licensed to the applicable Loan Party unless the Administrative Agent
                     is satisfied that it may sell or otherwise dispose of such Inventory
                     without (i) infringing the rights of such licensor, (ii) violating
                     any contract with such licensor, or (iii) incurring any liability
                     with respect to payment of royalties other than royalties incurred
                     pursuant to sale of such Inventory under the current licensing
                     agreement;
                  (o)      which is not reflected in a current perpetual inventory
                     report of the applicable Loan Party (unless such Inventory is
                     reflected in a report to the Administrative Agent as "in transit"
                     Inventory and constitutes Permitted LC Inventory);
                  (p)      for which reclamation rights have been asserted by the seller; or
                  (q)      which the Administrative Agent otherwise determines in its
                     Permitted Discretion is unacceptable for any reason whatsoever.
                  In the event that Inventory which was previously Eligible Inventory
                     ceases to be Eligible Inventory hereunder, the Borrower shall notify
                     the Administrative Agent thereof on and at the time of submission to
                     the Administrative Agent of the next Borrowing Base Certificate.
                  "Environmental Laws" means all 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 environment, preservation or reclamation
                     of natural resources, the management, release or threatened release
                     of any Hazardous Material or to health and safety matters.
                  "Environmental Liability" means any liability, contingent or otherwise (including any
                     liability for damages, costs of environmental remediation, fines,
                     penalties or indemnities), of the Borrower or any Subsidiary directly
                     or indirectly resulting from or based upon (a) violation of any
                     Environmental Law, (b) the generation, use, handling, transportation,
                     storage, treatment or disposal of any Hazardous Materials, (c)
                     exposure to any Hazardous Materials, (d) the release or threatened
                     release of any Hazardous Materials into the environment or (e) any
                     contract, agreement or other consensual arrangement pursuant to which
                     liability is assumed or imposed with respect to any of the foregoing.
                  "Equity Interests" means shares of capital stock, partnership interests, membership
                     interests in a limited liability company, beneficial interests in a
                     trust or other equity ownership interests in
                     a Person, and any warrants, options or other rights entitling the
                     holder thereof to purchase or acquire any such equity interest.
                  "ERISA" means the Employee Retirement Income Security Act of 1974, as
                     amended from time to time.
         9
      "ERISA Affiliate" means any trade or business (whether or not incorporated) that,
                     together with the Borrower, is treated as a single employer under
                     Section 414(b) or (c) of the Code or, solely for purposes of Section
                     302 of ERISA and Section 412 of the Code, is treated as a single
                     employer under Section 414 of the Code.
                  "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of
                     ERISA or the regulations issued thereunder with respect to a Plan
                     (other than an event for which the 30-day notice period is
                     waived); (b) the existence with respect to any Plan of an
                     "accumulated funding deficiency" (as defined in Section 412 of the
                     Code or Section 302 of ERISA), whether or not waived; (c) the filing
                     pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
                     an application for a waiver of the minimum funding standard with
                     respect to any Plan; (d) the incurrence by the Borrower or any of its
                     ERISA Affiliates of any liability under Title IV of ERISA with
                     respect to the termination of any Plan; (e) the receipt by the
                     Borrower or any ERISA Affiliate from the PBGC or a plan administrator
                     of any notice relating to an intention to terminate any Plan or Plans
                     or to appoint a trustee to administer any Plan; (f) the incurrence by
                     the Borrower or any of its ERISA Affiliates of any liability with
                     respect to the withdrawal or partial withdrawal from any Plan or
                     Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
                     Affiliate of any notice, or the receipt by any Multiemployer Plan
                     from the Borrower or any ERISA Affiliate of any notice, concerning
                     the imposition of Withdrawal Liability or a determination that a
                     Multiemployer Plan is, or is expected to be, insolvent or in
                     reorganization, within the meaning of Title IV of ERISA.
                  "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether
                     such Loan, or the Loans comprising such Borrowing, are bearing
                     interest at a rate determined by reference to the Adjusted LIBO Rate.
                  "Event of Default" has the meaning assigned to such term in Article VII.
                  "Excluded Assets" means (a) the Borrower's real property (including without limitation
                     the Borrower's headquarters and garage) located at 601-615 West 50th Street, New York, New York and (b) funds held by joint ventures that
                     are not Subsidiaries and in which any of the Loan Parties is a
                     participant.
                  "Excluded Taxes" means, with respect to the Administrative Agent, any Lender, any
                     Issuing Bank or any other recipient of any payment to be made by or
                     on account of any obligation of the Borrower hereunder, (a) income or
                     franchise taxes imposed on (or measured by) its net income by the
                     United States of America, or by the jurisdiction under the laws of
                     which such recipient is organized or in which its principal office is
                     located or, in the case of any Lender, in which its applicable
                     lending office is located, (b) any branch profits taxes imposed by
                     the United States of America or any similar tax imposed by any other
                     jurisdiction in which the Borrower is located and (c) in the case of
                     a Foreign Lender (other than an assignee pursuant to a request by the
                     Borrower under Section 2.19(b)), any withholding tax that is imposed
                     on amounts payable to such Foreign Lender at the time such Foreign
                     Lender becomes a party to this Agreement (or designates a new lending
                     office) or is attributable to such Foreign Lender's failure to comply
                     with Section 2.17(e), except to the extent that such Foreign Lender
                     (or its assignor, if any) was entitled, at the time of designation of
                     a new lending office (or assignment), to receive additional amounts
                     from the Borrower with respect to such withholding tax pursuant to
                     Section 2.17(a).
                  "Existing Credit Agreement" is defined in the first WHEREAS clause hereof
                  "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if
                     necessary, to the next 1/100 of 1%) of the rates on overnight Federal
                     funds transactions with members of the Federal Reserve System
                     arranged by Federal funds brokers, as published on the next
                     succeeding Business Day by the Federal Reserve Bank of New York, or,
                     if such rate is not so published for any day that is a Business Day,
                     the average (rounded upwards, if necessary, to the next 1/100 of 1%)
                     of the quotations for such day for such transactions received by the
                     Administrative Agent from three Federal funds brokers of recognized
                     standing selected by it.
                  "Financial Officer" means the chief financial officer, principal accounting officer,
                     treasurer or controller of the Borrower.
                  "Financials" means the annual or quarterly financial statements, and
                     accompanying certificates and other documents, of the Borrower
                     required to be delivered pursuant to Section 5.01(a) or 5.01(b).
                  "First Tier Foreign Subsidiary" means each Foreign Subsidiary with respect to which any one or more
                     of the Loan Parties directly owns or Controls more than 50% of such
                     Foreign Subsidiary's issued and outstanding Equity Interests.
                  "Fixed Charges" means, with reference to any period, without duplication, cash
                     Consolidated Interest Expense, plus prepayments and scheduled
                     principal payments on Indebtedness made during such period, plus
                     expense for taxes paid in cash, plus dividends or distributions paid
                     in cash, plus Capital Lease Obligation payments, plus cash
                     contributions to any Plan, all calculated for the Borrower and its
                     Consolidated Subsidiaries on a consolidated basis.
         10
      "Fixed Charge Coverage Ratio" means, for any period, the ratio of (a) Consolidated EBITDA minus
                     the unfinanced portion of Consolidated Capital Expenditures to (b)
                     Fixed Charges, all calculated for the Borrower and its Consolidated
                     Subsidiaries on a consolidated basis in accordance with GAAP.
                  "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction
                     other than that in which the Borrower is located. For purposes of
                     this definition, the United States of America, each State thereof and
                     the District of Columbia shall be deemed to constitute a single
                     jurisdiction.
                  "Foreign Subsidiary" means any Subsidiary which is not a Domestic Subsidiary.
                  "Funding Account" has the meaning assigned to such term in Section 4.01(i).
                  "GAAP" means generally accepted accounting principles in the United States
                     of America.
                  "Governmental Authority" means the government of the United States of America, any other
                     nation or any political subdivision thereof, whether state or local,
                     and any agency, authority, instrumentality, regulatory body, court,
                     central bank or other entity exercising executive, legislative,
                     judicial, taxing, regulatory or administrative powers or functions of
                     or pertaining to government.
                  "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor
                     guaranteeing or having the economic effect of guaranteeing any
                     Indebtedness
                     or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any
                     obligation of the guarantor, direct or indirect, (a) to purchase or
                     pay (or advance or supply funds for the purchase or payment of) such
                     Indebtedness or other obligation or to purchase (or to advance or
                     supply funds for the purchase of) any security for the payment
                     thereof, (b) to purchase or lease property, securities or services
                     for the purpose of assuring the owner of such Indebtedness or other
                     obligation of the payment thereof, (c) to maintain working capital,
                     equity capital or any other financial statement condition or
                     liquidity of the primary obligor so as to enable the primary obligor
                     to pay such Indebtedness or other obligation or (d) as an account
                     party in respect of any letter of credit or letter of guaranty issued
                     to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for
                     collection or deposit in the ordinary course of business.
                  "Hazardous Materials" means all explosive or radioactive substances or wastes and all
                     hazardous or toxic substances, wastes or other pollutants, including
                     petroleum or petroleum distillates, asbestos or asbestos containing
                     materials, polychlorinated biphenyls, radon gas, infectious or
                     medical wastes and all other substances or wastes of any nature
                     regulated pursuant to any Environmental Law.
                  "High Season" means all times other than Low Season.
                  "Increasing Lender" has the meaning assigned to such term in Section 2.20.
                  "Indebtedness" of any Person means, 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, (d) all obligations of such Person under conditional sale or
                     other title retention agreements relating to property acquired by
                     such Person, (e) all obligations of such Person in respect of the
                     deferred purchase price of property or services (excluding current
                     accounts payable incurred 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 Indebtedness secured thereby has
                     been assumed, (g) all Guarantees by such Person of Indebtedness of
                     others, (h) all Capital Lease Obligations of such Person, (i) all
                     obligations, contingent or otherwise, of such Person as an account
                     party in respect of letters of credit and letters of guaranty, (j)
                     all obligations, contingent or otherwise, of such Person in respect
                     of bankers' acceptances and (k) all Swap Obligations of such Person.
                     The Indebtedness of any Person shall include the Indebtedness of any
                     other entity (including any partnership in which such Person is a
                     general partner) to the extent such Person is liable therefor as a
                     result of such Person's ownership interest in or other relationship
                     with such entity, except to the extent the terms of such Indebtedness
                     provide that such Person is not liable therefor.
                  "Indemnified Taxes" means Taxes other than Excluded Taxes.
                  "Information Memorandum" means the Confidential Information Memorandum dated November 2006
                     relating to the Borrower and the Transactions.
                  "Interest Election Request" means a request by the Borrower to convert or continue a Revolving
                     Borrowing in accordance with Section 2.08.
         11
      "Interest Payment Date" means (a) with respect to any ABR Loan (other than a Swingline
                     Loan), the first day of each calendar month and the Maturity Date,
                     (b) with respect to any Eurodollar Loan, the last day of the Interest
                     Period applicable to the Borrowing of which such Loan is a part and,
                     in the case of a Eurodollar Borrowing with an Interest Period of more
                     than three months' duration, each day prior to the last day of such
                     Interest Period that occurs at intervals of three months' duration
                     after the first
                     day of such Interest Period and the Maturity Date and (c) with
                     respect to any Swingline Loan, the day that such Loan is required to
                     be repaid.
                  "Interest Period" means with respect to any Eurodollar Borrowing, the period
                     commencing on the date of such Borrowing and ending on the
                     numerically corresponding day in the calendar month that is one, two,
                     three or six months thereafter, as the Borrower may elect; provided,
                     that (i) if any Interest Period would end on a day other than a
                     Business Day, such Interest Period shall be extended to the next
                     succeeding Business Day unless, in the case of a Eurodollar Borrowing
                     only, such next succeeding Business Day would fall in the next
                     calendar month, in which case such Interest Period shall end on the
                     next preceding Business Day and (ii) any Interest Period pertaining
                     to a Eurodollar Borrowing that commences on the last Business Day of
                     a calendar month (or on a day for which there is no numerically
                     corresponding day in the last calendar month of such Interest Period)
                     shall end on the last Business Day of the last calendar month of such
                     Interest Period. For purposes hereof, the date of a Borrowing
                     initially shall be the date on which such Borrowing is made and, in
                     the case of a Revolving Borrowing, thereafter shall be the effective
                     date of the most recent conversion or continuation of such Borrowing.
                  "Inventory" has the meaning assigned to such term in the Security Agreement.
                  "Issuing Bank" means, as the context may require, (a) JPMorgan Chase Bank, N.A.,
                     with respect to Letters of Credit issued by it, or (b) any other
                     Lender selected by the Borrower which agrees to act as an Issuing
                     Bank hereunder, with respect to Letters of Credit issued by it, and
                     in each case its successors in such capacity as provided in Section
                     2.06(i). Each Issuing Bank may, in its discretion, arrange for one or
                     more Letters of Credit to be issued by Affiliates of such Issuing
                     Bank, in which case the term "Issuing Bank" shall include any such
                     Affiliate with respect to Letters of Credit issued by such Affiliate.
                  "Landlord Lien State" means any jurisdiction the laws of which provide for the liens in
                     favor of the landlords of such jurisdiction to have priority over the
                     liens of the Administrative Agent on Inventory; provided that if the laws of any such jurisdiction are changed after the
                     Effective Date so as to provide for the liens in favor of the
                     Administrative Agent on Inventory to have priority over the liens in
                     favor of the landlords of such jurisdiction, then such jurisdiction
                     shall no longer be a "Landlord Lien State" as such term is
                     used herein.
                  "LC Collateral Account" has the meaning assigned to such term in Section 2.06(j).
                  "LC Disbursement" means a payment made by an Issuing Bank pursuant to a Letter of Credit.
                  "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of
                     all outstanding Letters of Credit at such time plus (b) the aggregate
                     amount of all LC Disbursements that have not yet been reimbursed by
                     or on behalf of the Borrower at such time. The LC Exposure of any
                     Lender at any time shall be its Applicable Percentage of the total LC
                     Exposure at such time.
                  "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder
                     pursuant to Section 2.20 or pursuant to an Assignment and Assumption,
                     other than any such Person that ceases to be a party hereto pursuant
                     to an Assignment and Assumption. Unless the context otherwise
                     requires, the term "Lenders" includes the Swingline Lender.
                  "Letter of Credit" means any standby or commercial letter of credit issued pursuant to
                     this Agreement.
                  "Leverage Ratio" has the meaning assigned to such term in Section 6.11.
                  "LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest
                     Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any
                     successor or substitute page of such service, or any successor to or
                     substitute for such service, providing rate quotations comparable to
                     those currently provided on such page of such service, as determined
                     by the Administrative Agent from time to time for purposes of
                     providing quotations of interest rates applicable to deposits in
                     Dollars in the London interbank market) at approximately 11:00 a.m.,
                     London time, two (2) Business Days prior to the commencement of such
                     Interest Period, as the rate for deposits in Dollars with a maturity
                     comparable to such Interest Period. In the event that such rate is
                     not available at such time for any reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period
                     shall be the rate at which deposits in Dollars of $5,000,000 and for
                     a maturity comparable to such Interest Period are offered by the
                     principal London office of the Administrative Agent in immediately
                     available funds in the London interbank market at approximately 11:00
                     a.m., London time, two (2) Business Days prior to the commencement of
                     such Interest Period.
         12
      "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
                     lien, pledge, hypothecation, encumbrance, charge or security interest
                     in, on or of such asset, (b) the interest of a vendor or a lessor
                     under any conditional sale agreement, capital lease or title
                     retention agreement (or any financing lease having substantially the
                     same economic effect as any of the foregoing) relating to such asset
                     and (c) in the case of securities, any purchase option, call or
                     similar right of a third party with respect to such securities.
                  "Loan Documents" means this Agreement (including the Restatement Amendment), the
                     Subsidiary Guaranty, the Collateral Documents, any Letter of Credit
                     applications, any promissory notes executed and delivered pursuant to
                     Section 2.10(e) and any and all other instruments and documents
                     executed and delivered to, or in favor of, the Administrative Agent,
                     any Lenders or any Secured Parties and including all other pledges,
                     powers of attorney, intercreditor agreements, consents, assignments,
                     contracts, notices, letter of credit agreements and all other written
                     matter whether heretofore, now or hereafter executed by or on behalf
                     of any Loan Party, and delivered to the Administrative Agent, any
                     Lender or any Secured Party 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 Parties" means, collectively, the Borrower and the Subsidiary Guarantors.
                  "Loans" means the loans and advances made by the Lenders pursuant to this
                     Agreement, including Swingline Loans, Overadvances and Protective
                     Advances.
                  "Low Season" means, for any period of determination of the Borrowing Base with
                     respect to Eligible Inventory, (a) the period commencing January 1 of
                     each year and ending March 31 of such year and (b) such other periods
                     that have been approved by the Administrative Agent and are
                     identified as the "low season" in the most recent appraisal delivered
                     from the time pursuant to this Agreement.
                  "Material Adverse Effect" means a material adverse effect on (a) the business, assets,
                     property or condition (financial or otherwise) of the Borrower and
                     the Subsidiaries taken as a whole, (b) the ability of any Loan Party
                     to perform any of its obligations under the Loan Documents to which
                     it is a party, (c) the Collateral, or the Administrative Agent's
                     Liens (on behalf of itself and the Secured Parties)
                     on the Collateral or the priority of such Liens, or (d) the validity
                     or enforceability of this Agreement any or any and all other Loan
                     Documents or the rights or remedies of the Administrative Agent, the
                     Issuing Banks, the Lenders or the Secured Parties thereunder.
                  "Material Foreign Subsidiaries" means each Foreign Subsidiary (i) which, as of the most recent
                     fiscal quarter of the Borrower, for the period of four consecutive
                     fiscal quarters then ended, for which financial statements have been
                     delivered pursuant to Section 5.01, contributed greater than five
                     percent (5%) of the Borrower's Consolidated EBITDA for such period or
                     (ii) which contributed greater than five percent (5%) of the
                     Borrower's Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of the EBITDA or
                     consolidated total assets of all Foreign Subsidiaries that are not
                     Material Foreign Subsidiaries exceeds five percent (5%) of the
                     Borrower's Consolidated EBITDA (as so adjusted) for any such period
                     or five percent (5%) of the Borrower's Consolidated Total Assets (as
                     so adjusted) as of the end of any such fiscal quarter, the Borrower
                     shall designate sufficient Foreign Subsidiaries as "Material Foreign
                     Subsidiaries" to eliminate such excess, and such designated
                     Subsidiaries shall for all purposes of this Agreement constitute
                     Material Foreign Subsidiaries.
                  "Material Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), or
                     obligations in respect of one or more Swap Agreements, of any one or
                     more of the Borrower and its Subsidiaries in a principal amount
                     exceeding $10,000,000. For purposes of determining Material
                     Indebtedness, the "principal amount" of the obligations of the
                     Borrower or any Subsidiary in respect of any Swap Agreement at any
                     time shall be the maximum aggregate amount (giving effect to any
                     netting agreements) that the Borrower or such Subsidiary would be
                     required to pay if such Swap Agreement were terminated at such time.
                  "Maturity Date" means December 20, 2011 or any earlier date on which the
                     Commitments are reduced to zero or otherwise terminated pursuant to
                     the terms hereof.
                  "Moody's" means Moody's Investors Service, Inc.
                  "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
                  "Net Orderly Liquidation Value" means, with respect to Inventory of any Person, the orderly
                     liquidation value thereof as determined in a manner acceptable to the
                     Administrative Agent by an appraiser acceptable to the Administrative
                     Agent, net of all costs of liquidation thereof.
         13
      "Net Proceeds" means, with respect to any event, (a) the cash proceeds received in
                     respect of such event including (i) any cash received in respect of
                     any non-cash proceeds (including any cash payments received by way of
                     deferred payment of principal pursuant to a note or installment
                     receivable or purchase price adjustment receivable or otherwise, but
                     excluding any interest payments), but only as and when received,
                     (ii) in the case of a casualty, insurance proceeds and (iii) in the
                     case of a condemnation or similar event, condemnation awards and
                     similar payments, net of (b) the sum of (i) all reasonable fees and
                     out-of-pocket expenses paid to third parties (other than Affiliates)
                     in connection with such event, (ii) in the case of a sale, transfer
                     or other disposition of an asset (including pursuant to a sale and
                     leaseback transaction or a casualty or a condemnation or similar
                     proceeding), the amount of all payments required to be made as a
                     result of such event to repay Indebtedness (other than Loans) secured
                     by such asset or otherwise subject to mandatory prepayment as a
                     result of such event and (iii) the amount of all taxes paid (or
                     reasonably estimated to be payable) and the amount of any reserves
                     established to fund contingent liabilities reasonably estimated to be
                     payable, in each case during the year that such event occurred or the
                     next succeeding year and that are directly attributable to such event
                     (as determined reasonably and in good faith by a Financial Officer).
                  "Obligations" means all unpaid principal of and accrued and unpaid interest on
                     the Loans, all LC Exposure, all accrued and unpaid fees and all
                     expenses, reimbursements, indemnities and other obligations and
                     indebtedness (including interest accruing during the pendency of any
                     bankruptcy, insolvency, receivership or other similar proceeding,
                     regardless of whether allowed or allowable in such proceeding),
                     obligations and liabilities of any of the Borrower and its
                     Subsidiaries to any of the Lenders, the Issuing Banks or any
                     indemnified party and the Administrative Agent, individually or
                     collectively, existing on the Effective Date or arising thereafter,
                     direct or indirect, joint or several, absolute or contingent, matured
                     or unmatured, liquidated or unliquidated, secured or unsecured,
                     arising by contract, operation of law or otherwise, arising or
                     incurred under this Amended and Restated Credit Agreement or any of
                     the other Loan Documents or any Swap Agreement or in respect of any
                     of the Loans made or reimbursement or other obligations incurred or
                     any of the Letters of Credit or other instruments at any time
                     evidencing any thereof.
                  "Other Taxes" means any and all present or future stamp or documentary taxes or
                     any other excise or property taxes, charges or similar levies arising
                     from any payment made hereunder or from the effectiveness or
                     enforcement of, or otherwise with respect to, this Agreement.
                  "Overadvance" has the meaning assigned to such term in Section 2.05(b).
                  "Participant" has the meaning set forth in Section 9.04.
                  "PBGC" means the Pension Benefit Guaranty Corporation referred to and
                     defined in ERISA and any successor entity performing similar
                     functions.
                  "Permitted Acquisition" means any acquisition (whether by purchase, merger, consolidation
                     or otherwise) or series of related acquisitions by the Borrower or
                     any Subsidiary of (i) all or substantially all the assets of, (ii)
                     all or a majority of Equity Interests in, a Person or division or
                     line of business of a Person or (iii) if clauses (i) and (ii) above
                     are inapplicable, the rights of any licensee (including by means of
                     the termination of such licensee's rights under such license) under a
                     trademark license to such licensee from the Borrower or any
                     Subsidiary, if, at the time of and immediately after giving effect
                     thereto, (a) no Default has occurred and is continuing or would arise
                     after giving effect thereto, (b) such Person or division or line of
                     business is engaged in the same or a similar line of business as the
                     Borrower and the Subsidiaries or business reasonably related
                     thereto, (c) all actions required to be taken with respect to such
                     acquired or newly formed Subsidiary under Section 5.09 shall have
                     been taken, and (d) the Borrower and the Subsidiaries are in
                     compliance, on a Pro Forma Basis after giving effect to such
                     acquisition, with the covenants contained in Section 6.11 recomputed
                     as of the last day of the most recently ended fiscal quarter of the
                     Borrower for which financial statements are available, as if such
                     acquisition (and any related incurrence or repayment of Indebtedness,
                     with any new Indebtedness being deemed to be amortized over the
                     applicable testing period in accordance with its terms) had occurred
                     on the first day of each relevant period for testing such compliance
                     and, if the aggregate consideration paid in respect of such
                     acquisition exceeds $15,000,000, the Borrower shall have delivered to
                     the Administrative Agent a certificate of a Financial Officer of the
                     Borrower to such effect, together with all relevant financial
                     information requested by the Administrative Agent and (e) in the case
                     of an acquisition or merger involving the Borrower or a Subsidiary,
                     the Borrower or such Subsidiary is the surviving entity of such
                     merger and/or consolidation.
                  "Permitted Discretion" means a determination made in good faith and in the exercise of
                     reasonable (from the perspective of a secured asset-based lender)
                     business judgment.
                  "Permitted Encumbrances" means:
                  (a)      Liens imposed by law for taxes that are not yet due or are being
                     contested in compliance with Section 5.04;
         14
      (b)      carriers', warehousemen's, mechanics', materialmen's, repairmen's and
                     other like Liens imposed by law, arising in the ordinary course of
                     business and securing obligations that are not overdue by more than
                     thirty (30) days or are being contested in compliance with Section
                     5.04;
                  (c)      pledges and deposits made in the ordinary course of business in
                     compliance with workers' compensation, unemployment insurance and
                     other social security laws or regulations;
                  (d)      deposits to secure the performance of bids, trade contracts, leases,
                     statutory obligations, surety and appeal bonds, performance bonds and
                     other obligations of a like nature, in each case in the ordinary
                     course of business;
                  (e)      judgment liens in respect of judgments that do not constitute an
                     Event of Default under clause (k) of Article VII; and
                  (f)      easements, zoning restrictions, rights-of-way and similar
                     encumbrances on real property imposed by law or arising in the
                     ordinary course of business that do not secure any monetary
                     obligations and do not materially detract from the value of the
                     affected property or interfere with the ordinary conduct of business
                     of the Borrower or any Subsidiary;
                  provided that the term "Permitted Encumbrances" shall not include any Lien
                     securing Indebtedness.
                  "Permitted Investments" means:
                  (a)      direct obligations of, or obligations the principal of and
                     interest on which are unconditionally guaranteed by, the United
                     States of America (or by any agency thereof to the extent such
                     obligations are backed by the full faith and credit of the United
                     States of America), in each case maturing within one year from the
                     date of acquisition thereof;
                  (b)      investments in commercial paper maturing within 270 days
                     from the date of acquisition thereof and having, at such date of
                     acquisition, the highest credit rating obtainable from S&P or from
                     Moody's;
                  (c)      investments in certificates of deposit, banker's acceptances
                     and time deposits maturing within 180 days from the date of
                     acquisition thereof issued or guaranteed by or placed with, and money
                     market deposit accounts issued or offered by, any domestic office of
                     any commercial bank organized under the laws of the United States of
                     America or any State thereof which has a combined capital and surplus
                     and undivided profits of not less than $500,000,000;
                  (d)      fully collateralized repurchase agreements with a term of
                     not more than thirty (30) days for securities described in clause (a)
                     above and entered into with a financial institution satisfying the
                     criteria described in clause (c) above; and
                  (e)      money market funds that (i) comply with the criteria set
                     forth in Securities and Exchange Commission Rule 2a-7 under the
                     Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
                     Moody's and (iii) have portfolio assets of at least $5,000,000,000.
                  "Permitted LC Inventory" means Inventory that has or will be shipped to a Loan Party's
                     location and which Inventory is or will be owned by a Loan Party;
                     provided that Permitted LC Inventory
                     shall be in an amount equal to the undrawn face amount of commercial
                     and documentary Letters of Credit issued relating to the purchase
                     price of such Inventory.
                  "Permitted Real Estate Financing" means Indebtedness of the Borrower or any Consolidated Subsidiary
                     in respect of all or any part of the real property of the Borrower
                     located at 601 through 615 West 50th Street, New York, New York 10019
                     provided that such Indebtedness has a stated maturity date which is
                     no earlier than the date that is six (6) months after the Maturity
                     Date.
                  "Permitted Real Estate Financing Liens" means Liens securing Permitted Real Estate Debt so long as such
                     Liens shall only encumber all or any part of the real property of the
                     Borrower located at 601 through 615 West 50th Street, New York, New
                     York 10019.
                  "Person" means any natural person, corporation, limited liability company,
                     trust, joint venture, association, company, partnership, Governmental
                     Authority or other entity.
                  "Plan" means any employee pension benefit plan (other than a Multiemployer
                     Plan) subject to the provisions of Title IV of ERISA or Section 412
                     of the Code or Section 302 of ERISA, and in respect of which the
                     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 Subsidiary" means (i) each Domestic Subsidiary and (ii) each First Tier Foreign
                     Subsidiary which is a Material Foreign Subsidiary.
                  "Prepayment Event" means:
         15
      (a)      any sale, transfer or other disposition (including pursuant
                     to a sale and leaseback transaction) of any Collateral, other than
                     dispositions described in Sections 6.03(a)(iii) and (a)(iv); or
                  (b)      any Casualty Event with respect to Collateral with a fair
                     value immediately prior to such event equal to or greater than
                     $1,000,000; or
                  (c)      the issuance by the Borrower of any Equity Interests, or the
                     receipt by the Borrower of any capital contribution, other than any
                     issuance by the Borrower of Equity Interests in connection with its
                     Employee Stock Purchase Plan; or
                  (d)      the incurrence by any Loan Party of any Indebtedness, other
                     than Indebtedness permitted under Section 6.01 or permitted by the
                     Required Lenders pursuant to Section 9.02.
                  "Prime Rate" means the rate of interest per annum publicly announced from time
                     to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
                     its principal office in New York City; each change in the Prime Rate
                     shall be effective from and including the date such change is
                     publicly announced as being effective.
                  "Processor Control Agreement" means, with respect to any Credit Card Processor providing credit
                     card processing services for or on behalf of any Loan Party, an
                     agreement in form and substance reasonably satisfactory to the
                     Administrative Agent, executed and delivered by the applicable Loan
                     Party, such Credit Card Processor and the Administrative Agent,
                     pursuant to which such Credit Card Processor shall agree, among other
                     things, to follow instructions originated by the Administrative Agent
                     regarding amounts payable by such Credit Card Processor to such Loan
                     Party pursuant to the applicable credit card processing agreement
                     without the further consent of such Loan Party under
                     circumstances specified therein, as such agreement may be amended,
                     supplemented or otherwise modified from time to time.
                  "Projections" has the meaning assigned to such term in Section 5.01(e).
                  "Pro Forma Basis" means a pro forma basis in accordance with GAAP and Regulation S-X
                     under the Securities Act of 1933, as amended.
                  "Protective Advance" has the meaning assigned to such term in Section 2.04.
                  "Register" has the meaning set forth in Section 9.04.
                  "Related Parties" means, with respect to any specified Person, such Person's
                     Affiliates and the respective directors, officers, employees, agents
                     and advisors of such Person and such Person's Affiliates.
                  "Report" means reports prepared by the Administrative Agent or another
                     Person showing the results of appraisals, field examinations or
                     audits pertaining to the Loan Parties' assets from information
                     furnished by or on behalf of the Borrower, after the Administrative
                     Agent has exercised its rights of inspection pursuant to this
                     Agreement, which Reports may be distributed to the Lenders by the
                     Administrative Agent.
                  "Required Lenders" means, at any time, Lenders having Revolving Credit Exposures and
                     unused Commitments representing more than 50% of the sum of the total
                     Revolving Credit Exposures and unused Commitments at such time.
                  "Reserves" means any and all reserves which the Administrative Agent deems
                     necessary, in its Permitted Discretion, to maintain (including,
                     without limitation, reserves for accrued and unpaid interest on the
                     Secured Obligations, Banking Services Reserves, reserves for two
                     months' rent at retail locations leased by any Loan Party in any
                     Landlord Lien State (to the extent such location is not covered by a
                     Collateral Access Agreement requested by the Administrative Agent)
                     and for consignee's, warehousemen's and bailee's charges, reserves
                     for dilution of Accounts and/or Credit Card Account Receivables,
                     reserves for Inventory shrinkage, reserves for gift cards, reserves
                     for customs charges and shipping charges related to any Inventory in
                     transit, reserves for Swap Obligations, reserves for contingent
                     liabilities of any Loan Party, reserves for uninsured losses of any
                     Loan Party, reserves for uninsured, underinsured, unindemnified or
                     underindemnified liabilities or potential liabilities with respect to
                     any litigation and reserves for taxes, fees, assessments, and other
                     governmental charges) with respect to the Collateral or any
                     Loan Party.
                  "Restatement Amendment" means the Amendment No. 2 to the Existing Credit Agreement dated as
                     of the Effective Date among the Borrower, the "Required Lenders"
                     under the Existing Credit Agreement and the Administrative Agent.
                  "Restricted Payment" means any dividend or other distribution (whether in cash,
                     securities or other property) with respect to any Equity Interests in
                     the Borrower or any Subsidiary, or any payment (whether in cash,
                     securities or other property), including any sinking fund or similar
                     deposit, on account of the purchase, redemption, retirement,
                     acquisition, cancellation or termination of any such Equity Interests
                     in the Borrower or any Subsidiary or any option, warrant or other
                     right to acquire any such Equity Interests in the Borrower or any
                     Subsidiary.
         16
      "Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of (a) the
                     outstanding principal amount of such Lender's Revolving Loans and its
                     LC Exposure and Swingline Exposure at such time, plus (b) an amount
                     equal to its Applicable Percentage of the aggregate principal amount
                     of Overadvances outstanding at such time.
                  "Revolving Loan" means a Loan made pursuant to Section 2.03.
                  "S&P" means Standard & Poor's.
                  "Sale and Leaseback Transaction" means any sale or other transfer of any property or asset by any
                     Person with the intent to lease such property or asset as lessee.
                  "Secured Obligations" means all Obligations, together with all (i) Banking Services
                     Obligations and (ii) Swap Obligations owing to one or more Secured
                     Parties or their respective Affiliates; provided that at or prior to the time that any transaction relating to such
                     Swap Obligation is executed, the Secured Party party thereto (other
                     than the Lender acting as Administrative Agent) shall have delivered
                     written notice to the Administrative Agent that such a transaction
                     has been entered into and that it constitutes a Secured Obligation
                     entitled to the benefits of the Collateral Documents.
                  "Secured Parties" means the holders of the Secured Obligations from time to time and
                     shall include (i) each Lender and each Issuing Bank in respect of its
                     Loans and LC Exposure respectively, (ii) the Administrative Agent,
                     the Issuing Banks and the Lenders in respect of all other present and
                     future obligations and liabilities of the Borrower and each
                     Subsidiary of every type and description arising under or in
                     connection with this Agreement or any other Loan Document, (iii) each
                     Lender and Affiliate of such Lender in respect of Swap Obligations
                     and Banking Services Obligations owed to such Person by the Borrower
                     or any Subsidiary, (iv) each indemnified party under Section 9.03 in
                     respect of the obligations and liabilities of the Borrower or any
                     Subsidiary to such Person hereunder and under the other Loan
                     Documents, and (v) their respective successors and (in the case of a
                     Lender, permitted) transferees and assigns.
                  "Security Agreement" means that certain Pledge and Security Agreement (including any and
                     all supplements thereto), dated as of the Effective Date, between the
                     Loan Parties and the Administrative Agent, for the benefit of the
                     Secured Parties, and any other pledge or security agreement entered
                     into, after the date of this Agreement by any other Loan Party (as
                     required by this Agreement or any other Loan Document), or any other
                     Person, as the same may be amended, restated or otherwise modified
                     from time to time.
                  "Settlement" has the meaning assigned to such term in Section 2.05(d).
                  "Settlement Date" has the meaning assigned to such term in Section 2.05(d).
                  "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which
                     is the number one and the denominator of which is the number one
                     minus the aggregate of the maximum reserve percentages (including any
                     marginal, special, emergency or supplemental reserves) expressed as a
                     decimal established by the Board to which the Administrative Agent is
                     subject for eurocurrency funding (currently referred to as
                     "Eurocurrency Liabilities" in Regulation D of the Board). Such
                     reserve percentages shall include those imposed pursuant to such
                     Regulation D. Eurodollar Loans shall be deemed to constitute
                     eurocurrency funding and to be subject to such reserve requirements
                     without benefit of or credit for proration, exemptions or offsets
                     that may be available from time to time to any Lender under such
                     Regulation D or any comparable regulation. The Statutory Reserve Rate
                     shall be adjusted automatically on and as of the effective date of
                     any change in any reserve percentage.
                  "Subordinated Indebtedness" of a Person means any Indebtedness of such Person the payment of
                     which is subordinated to payment of the Secured Obligations.
                  "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company,
                     partnership, association or other entity the accounts of which would
                     be consolidated with those of the parent in the parent's consolidated
                     financial statements if such financial statements were prepared in
                     accordance with GAAP as of such date, as well as any other
                     corporation, limited liability company, partnership, association or
                     other entity (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, in the case of a partnership, more than 50%
                     of the general partnership interests are, as of such date, owned,
                     controlled or held, or (b) that is, as of such date, otherwise
                     Controlled, by the parent or one or more subsidiaries of the parent
                     or by the parent and one or more subsidiaries of the parent.
                  "Subsidiary" means any subsidiary of the Borrower.
                  "Subsidiary Guarantor" means each Domestic Subsidiary and each Material Foreign Subsidiary
                     (excluding, for the avoidance of doubt, joint ventures that are not
                     Subsidiaries in which any of the Loan Parties participate) other than
                     Affected Foreign Subsidiaries. The Subsidiary Guarantors on the
                     Effective Date are identified as such in Schedule 3.01 hereto.
         17
      "Subsidiary Guaranty" means that certain Amended and Restated Guaranty dated as of the
                     Effective Date in the form of Exhibit F (including any and all supplements thereto) and executed by each
                     Subsidiary Guarantor, as amended, restated, supplemented or otherwise
                     modified from time to time.
                  "Swap Agreement" means any agreement with respect to any swap, forward, future or
                     derivative transaction or option or similar agreement involving, or
                     settled by reference to, one or more rates, currencies, commodities,
                     equity or debt instruments or securities, or economic, financial or
                     pricing indices or measures of economic, financial or pricing risk or
                     value or any similar transaction or any combination of these
                     transactions; provided that no phantom stock or similar plan providing for payments only on
                     account of services provided by current or former directors,
                     officers, employees or consultants of the Borrower or the
                     Subsidiaries shall be a Swap Agreement.
                  "Swap Obligations" means any and all obligations of the Borrower or any Subsidiary,
                     whether absolute or contingent and howsoever and whensoever created,
                     arising, evidenced or acquired (including all renewals, extensions
                     and modifications thereof and substitutions therefor), under (a) any
                     and all Swap Agreements with a Lender or an affiliate of a Lender,
                     and (b) any and all cancellations, buy backs, reversals, terminations
                     or assignments of any such Swap Agreement transaction.
                  "Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline
                     Loans outstanding at such time. The Swingline Exposure of any Lender
                     at any time shall be its Applicable Percentage of the total Swingline
                     Exposure at such time.
                  "Swingline Lender" means JPMorgan Chase Bank, N.A., in its capacity as lender of
                     Swingline Loans hereunder.
                  "Swingline Loan" has the meaning assigned to such term in Section 2.05(a).
                  "Taxes" means any and all present or future taxes, levies, imposts, duties,
                     deductions, charges or withholdings imposed by any Governmental
                     Authority.
                  "Transactions" means the execution, delivery and performance by the Loan Parties
                     of the applicable Loan Documents, the borrowing of Loans, the use of
                     the proceeds thereof and the issuance of Letters of Credit hereunder.
                  "Type", when used in reference to any Loan or Borrowing, refers to whether
                     the rate of interest on such Loan, or on the Loans comprising such
                     Borrowing, is determined by reference to the Adjusted LIBO Rate or
                     the Alternate Base Rate.
                  "UCC" means the Uniform Commercial Code as in effect from time to time in
                     the State of New York or any other state the laws of which are
                     required to be applied in connection with the issue of perfection of
                     security interests granted pursuant to the Security Agreement.
                  "Unliquidated Obligations" means, at any time, any Secured Obligations (or portion thereof)
                     that are contingent in nature or unliquidated at such time, including
                     any Secured Obligation that is: (i) an obligation to reimburse a bank
                     for drawings not yet made under a letter of credit issued by it; (ii)
                     any other obligation (including any guarantee) that is contingent in
                     nature at such time; or (iii) an obligation to provide collateral to
                     secure any of the foregoing types of obligations.
                  "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete
                     or partial withdrawal from such Multiemployer Plan, as such terms are
                     defined in Part I of Subtitle E of Title IV of ERISA.
                  SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and
                     referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified
                     and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").
                  SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular
                     and plural forms of the terms defined. Whenever the context may
                     require, any pronoun shall include the corresponding masculine,
                     feminine and neuter forms. The words "include", "includes" and
                     "including" shall be deemed to be followed by the phrase "without
                     limitation". The word "will" shall be construed to have the same
                     meaning and effect as the word "shall". Unless the context requires
                     otherwise (a) any definition of or reference to any agreement,
                     instrument or other document herein shall be construed as referring
                     to such agreement, instrument or other document as from time to time
                     amended, restated, supplemented or otherwise modified (subject to any
                     restrictions on such amendments, restatements supplements or
                     modifications set forth herein), (b) any reference herein to any
                     Person shall be construed to include such Person's successors and
                     assigns, (c) the words "herein", "hereof" and "hereunder", and words
                     of similar import, shall be construed to refer to this Agreement in
                     its entirety and not to any particular provision hereof, (d) all
                     references herein to Articles, Sections, Exhibits and Schedules shall
                     be construed to refer to Articles and Sections of, and Exhibits and
                     Schedules to, this Agreement and (e) the words "asset" and "property"
                     shall be construed to have the same meaning and effect and to refer
                     to any and all tangible and intangible assets and properties,
                     including cash, securities, accounts and contract rights.
         18
      SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an
                     accounting or financial nature shall be construed in accordance with
                     GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the
                     Borrower requests an amendment to any provision hereof to eliminate
                     the effect of any change occurring after the date hereof in GAAP or
                     in the application thereof on the operation of such provision (or if
                     the Administrative Agent notifies the Borrower that the Required
                     Lenders request an amendment to any
                     provision hereof for such purpose), regardless of whether any such
                     notice is given before or after such change in GAAP or in the
                     application thereof, then such provision shall be interpreted on the
                     basis of GAAP as in effect and applied immediately before such change
                     shall have become effective until such notice shall have been
                     withdrawn or such provision amended in accordance herewith.
                  SECTION 1.05. Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, the terms and provisions
                     of the Existing Credit Agreement shall be and hereby are amended,
                     superseded and restated in their entirety by the terms and provisions
                     of this Agreement. This Agreement is not intended to and shall not
                     constitute a novation. All Loans made and Secured Obligations
                     incurred under the Existing Credit Agreement which are outstanding on
                     the Effective Date shall continue as Loans and Secured Obligations
                     under (and shall be governed by the terms of) this Agreement and the
                     other Loan Documents. Without limiting the foregoing, upon the
                     effectiveness hereof: (a) all references in the "Loan Documents" (as
                     defined in the Existing Credit Agreement) to the "Administrative
                     Agent", the "Credit Agreement" and the "Loan Documents" shall be
                     deemed to refer to the Administrative Agent, this Agreement and the
                     Loan Documents, (b) the Existing Letters of Credit which remain
                     outstanding on the Effective Date shall continue as Letters of Credit
                     under (and shall be governed by the terms of) this Agreement, (c) all
                     obligations constituting "Obligations" under the Existing Credit
                     Agreement with any Lender or any Affiliate of any Lender which are
                     outstanding on the Effective Date shall continue as Secured
                     Obligations under this Agreement and the other Loan Documents, (d)
                     the Administrative Agent shall make such reallocations, sales,
                     assignments or other relevant actions in respect of each Lender's
                     credit and loan exposure under the Existing Credit Agreement as are
                     necessary in order that each such Lender's Credit Exposure hereunder
                     reflects such Lender's Applicable Percentage of the outstanding
                     Aggregate Credit Exposure on the Effective Date and (e) the Borrower
                     hereby agrees to compensate each Lender for any and all losses, costs
                     and expenses incurred by such Lender in connection with the sale and
                     assignment of any Eurodollar Loans (including the "Eurodollar Loans"
                     under the Existing Credit Agreement) and such reallocation described
                     above, in each case on the terms and in the manner set forth in
                     Section 2.16 hereof.
                  ARTICLE II
                  
                  The Credits
                  SECTION 2.01. Commitments. Prior to the Effective Date, certain revolving loans were
                     previously made to the Borrower under the Existing Credit Agreement
                     which remain outstanding as of the date of this Agreement (such
                     outstanding loans being hereinafter referred to as the "Existing Loans"). Subject to the terms and conditions set forth in this Agreement,
                     the Borrower and each of the Lenders agree that on the Effective Date
                     but subject to the satisfaction of the conditions precedent set forth
                     in Section 4.01 and the reallocation and other transactions described
                     in Section 1.05, the Existing Loans shall be reevidenced as Revolving
                     Loans under this Agreement and the terms of the Existing Loans shall
                     be restated in their entirety and shall be evidenced by this
                     Agreement. Subject to the terms and conditions set forth herein, each
                     Lender agrees to make Revolving Loans to the Borrower in Dollars from
                     time to time during the Availability Period in an aggregate principal
                     amount that will not result in (a) such Lender's Revolving Credit
                     Exposure exceeding such Lender's Commitment or (b) the sum of the
                     total Revolving Credit Exposures exceeding the lesser of (i) the sum
                     of the total Commitments or (ii) the Borrowing Base, subject to the
                     Administrative Agent's authority, in its sole discretion, to make
                     Protective Advances and Overadvances pursuant to the terms of Section
                     2.04 and 2.05. Within the foregoing limits and subject to the terms
                     and conditions set forth herein, the Borrower may borrow, prepay and
                     reborrow Revolving Loans.
                  SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part
                     of a Borrowing consisting of Loans of the same Class and Type made by
                     the Lenders ratably in accordance with their respective Commitments
                     of the applicable Class. Any Protective Advance, any Overadvance and
                     any Swingline Loan shall be made in accordance with the procedures
                     set forth in Section 2.04 and 2.05. The failure of any Lender to make
                     any Loan required to be made by it shall not relieve any other Lender
                     of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall
                     be responsible for any other Lender's failure to make Loans
                     as required.
                  (b) Subject to Section 2.14, each Revolving Borrowing shall be
                     comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
                     may request in accordance herewith. Each Swingline Loan shall be an
                     ABR Loan. Each Lender at its option may make any Eurodollar Loan by
                     causing any domestic or foreign branch or Affiliate of such Lender to
                     make such Loan; provided that any exercise of such option shall not
                     affect the obligation of the Borrower to repay such Loan in
                     accordance with the terms of this Agreement.
         19
      (c) At the commencement of each Interest Period for any Eurodollar
                     Revolving Borrowing, such Borrowing shall be in an aggregate amount
                     that is an integral multiple of $500,000 and not less than
                     $5,000,000. ABR Revolving Borrowings may be in any amount. Borrowings
                     of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6)
                     Eurodollar Revolving Borrowings outstanding.
                  (d) Notwithstanding any other provision of this Agreement, the
                     Borrower shall not be entitled to request, or to elect to convert or
                     continue, any Borrowing if the Interest Period requested with respect
                     thereto would end after the Maturity Date.
                  SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the
                     Administrative Agent of such request by telephone (a) in the case of
                     a Eurodollar Borrowing, not later than 11:00 a.m., New York City
                     time, three (3) Business Days before the date of the proposed
                     Borrowing or (b) in the case of an ABR Borrowing, not later than
                     11:00 a.m., New York City time, one Business Day before the date of
                     the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the
                     reimbursement of an LC Disbursement as contemplated by Section
                     2.06(e) may be given not later than 10:00 a.m., New York City time,
                     on the date of the proposed Borrowing. Each such telephonic Borrowing
                     Request shall be irrevocable and shall be confirmed promptly by hand
                     delivery or telecopy to the Administrative Agent of a written
                     Borrowing Request in a form approved by the Administrative Agent and
                     signed by the Borrower. Each such telephonic and written Borrowing
                     Request shall specify the following information in compliance with
                     Section 2.02:
                  (i)   the aggregate amount of the requested Borrowing;(ii)  the date of such Borrowing, which shall be a Business Day;(iii) whether such Borrowing is to be an ABR Borrowing or a
                                 Eurodollar Borrowing;(iv) in the case of a Eurodollar Borrowing, the initial
                                 Interest Period to be applicable thereto, which shall be a period
                                 contemplated by the definition of the term "Interest Period"; and(v) the location and number of the Borrower's account to which
                                 funds are to be disbursed, which shall comply with the requirements
                                 of Section 2.07.If no election as to the Type of Revolving Borrowing is specified,
                     then the requested Revolving Borrowing shall be an ABR Borrowing. If
                     no Interest Period is specified with respect to any requested
                     Eurodollar Revolving Borrowing, then the Borrower shall be deemed to
                     have selected an Interest Period of one month's duration. Promptly
                     following receipt of a Borrowing Request in accordance with this
                     Section, the Administrative Agent shall advise each Lender of the
                     details thereof and of the amount of such Lender's Loan to be made as
                     part of the requested Borrowing.
                  SECTION 2.04. Protective Advances. (a) Subject to the limitations set forth below, the Administrative
                     Agent is authorized by the Borrower and the Lenders, from time to
                     time in the Administrative Agent's sole discretion (but shall have
                     absolutely no obligation to), to make Loans to the Borrower, on
                     behalf of all Lenders, which the Administrative Agent, in its
                     Permitted Discretion, deems necessary or desirable (i) to preserve or
                     protect the Collateral, or any portion thereof, (ii) to enhance the
                     likelihood of, or maximize the amount of, repayment of the Loans and
                     other Obligations, or (iii) to pay any other amount chargeable to or
                     required to be paid by the Borrower pursuant to the terms of this
                     Agreement, including payments of reimbursable expenses (including
                     costs, fees, and expenses as described in Section 9.03) and other
                     sums payable under the Loan Documents (any of such Loans are herein
                     referred to as "Protective Advances"); provided that, the aggregate amount of Protective Advances outstanding at any
                     time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus
                     the aggregate Revolving Exposure shall not exceed the total
                     Commitments. Protective Advances may be made even if the conditions
                     precedent set forth in Section 4.02 have not been satisfied. The
                     Protective Advances shall be secured by the Liens in favor of the
                     Administrative Agent in and to the Collateral and shall constitute
                     Obligations hereunder. All Protective Advances shall be ABR
                     Borrowings. The Administrative Agent's authorization to make
                     Protective Advances may be revoked at any time by 100% of the Lenders
                     (other than the Lender that is (or whose Affiliate is) the
                     Administrative Agent). Any such revocation must be in writing and
                     shall become effective prospectively upon the Administrative Agent's
                     receipt thereof. At any time that there is sufficient Availability
                     and the conditions precedent set forth in Section 4.02 have been
                     satisfied, the Administrative Agent may request the Lenders to make a
                     Revolving Loan to repay a Protective Advance. At any other time the
                     Administrative Agent may require the Lenders to fund their risk
                     participations described in Section 2.04(b).
                  (b) Upon the making of a Protective Advance by the Administrative
                     Agent (whether before or after the occurrence of a Default), each
                     Lender shall be deemed, without further action by any party hereto,
                     to have unconditionally and irrevocably purchased from the
                     Administrative Agent without recourse or warranty, an undivided
                     interest and participation in such Protective
         20
      Advance in proportion to its Applicable Percentage. From and after
                     the date, if any, on which any Lender is required to fund its
                     participation in any Protective Advance purchased hereunder, the
                     Administrative Agent shall promptly distribute to such Lender, such
                     Lender's Applicable Percentage of all payments of principal and
                     interest and all proceeds of Collateral received by the
                     Administrative Agent in respect of such Protective Advance.
                  SECTION 2.05. Swingline Loans. (a) The Administrative Agent, the Swingline Lender and the Lenders
                     agree that in order to facilitate the administration of this
                     Agreement and the other Loan Documents, promptly after the Borrower
                     requests an ABR Borrowing, the Swingline Lender may elect to have the
                     terms of this Section 2.05(a) apply to such Borrowing Request by
                     advancing, on behalf of the Lenders and in the amount requested, same
                     day funds to the Borrower on the applicable Borrowing date to the
                     Funding Account (each such Loan made solely by the Swingline Lender
                     pursuant to this Section 2.05(a) is referred to in this Agreement as
                     a "Swingline Loan"), with settlement among them as to the Swingline Loans to take
                     place on a periodic basis as set forth in Section 2.05(d). Each
                     Swingline Loan shall be subject to all the terms and conditions
                     applicable to other ABR Loans funded by the Lenders, except that all
                     payments thereon shall be payable to the Swingline Lender solely for
                     its own
                     account. In addition, the Borrower hereby authorizes the Swingline
                     Lender to, and the Swingline Lender shall, subject to the terms and
                     conditions set forth herein (but without any further written notice
                     required), not later than 2:00 p.m., New York City time, on each
                     Business Day, make available to the Borrower by means of a credit to
                     the Funding Account, the proceeds of a Swingline Loan to the extent
                     necessary to pay items to be drawn on any Controlled Disbursement
                     Account that day (as determined based on notice from the
                     Administrative Agent). The aggregate amount of Swingline Loans
                     outstanding at any time shall not exceed $7,500,000. The Swingline
                     Lender shall not make any Swingline Loan if the requested Swingline
                     Loan exceeds Availability (before giving effect to such Swingline
                     Loan). All Swingline Loans shall be ABR Borrowings.
                  (b) Any provision of this Agreement to the contrary notwithstanding,
                     at the request of the Borrower, the Administrative Agent may in its
                     sole discretion (but with absolutely no obligation), make Revolving
                     Loans to the Borrower, on behalf of the Lenders, in amounts that
                     exceed Availability (any such excess Revolving Loans are herein
                     referred to collectively as "Overadvances"); provided that, no Overadvance shall result in a Default due to Borrower's
                     failure to comply with Section 2.01 for so long as such Overadvance
                     remains outstanding in accordance with the terms of this paragraph,
                     but solely with respect to the amount of such Overadvance. In
                     addition, Overadvances may be made even if the condition precedent
                     set forth in Section 4.02(c) has not been satisfied. All Overadvances
                     shall constitute ABR Borrowings. The authority of the Administrative
                     Agent to make Overadvances is limited to an aggregate amount not to
                     exceed $5,000,000 at any time, no Overadvance may remain outstanding
                     for more than thirty (30) days and no Overadvance shall cause any
                     Lender's Revolving Exposure to exceed its Commitment; provided that, the Required Lenders may at any time revoke the Administrative
                     Agent's authorization to make Overadvances. Any such revocation must
                     be in writing and shall become effective prospectively upon the
                     Administrative Agent's receipt thereof.
                  (c) Upon the making of a Swingline Loan or an Overadvance (whether
                     before or after the occurrence of a Default and regardless of whether
                     a Settlement has been requested with respect to such Swingline Loan
                     or Overadvance), each Lender shall be deemed, without further action
                     by any party hereto, to have unconditionally and irrevocably
                     purchased from the Swingline Lender or the Administrative Agent, as
                     the case may be, without recourse or warranty, an undivided interest
                     and participation in such Swingline Loan or Overadvance in proportion
                     to its Applicable Percentage of the total Commitments. The Swingline
                     Lender or the Administrative Agent may, at any time, require the
                     Lenders to fund their participations. From and after the date, if
                     any, on which any Lender is required to fund its participation in any
                     Swingline Loan or Overadvance purchased hereunder, the Administrative
                     Agent shall promptly distribute to such Lender, such Lender's
                     Applicable Percentage of all payments of principal and interest and
                     all proceeds of Collateral received by the Administrative Agent in
                     respect of such Loan.
                  (d) The Administrative Agent, on behalf of the Swingline Lender,
                     shall request settlement (a "Settlement") with the Lenders on at least a weekly basis or on any date that
                     the Administrative Agent elects, by notifying the Lenders of such
                     requested Settlement by facsimile, telephone, or e-mail no later than
                     1:00 p.m., New York City time on the date of such requested
                     Settlement (the "Settlement Date"). Each Lender (other than the Swingline Lender, in the case of the
                     Swingline Loans) shall transfer the amount of such Lender's
                     Applicable Percentage of the outstanding principal amount of the
                     applicable Loan with respect to which Settlement is requested to the
                     Administrative Agent, to such account of the Administrative Agent as
                     the Administrative Agent may designate, not later than 3:00 p.m., New
                     York City time, on such Settlement Date. Settlements may occur during
                     the existence of a Default and whether or not the applicable
                     conditions precedent set forth in Section 4.02 have then been
                     satisfied. Such amounts transferred to the Administrative Agent shall
                     be applied against the amounts of the Swingline Lender's Swingline
                     Loans and, together with Swingline Lender's Applicable Percentage of
                     such Swingline Loan, shall constitute Revolving Loans of such
                     Lenders, respectively. If any such amount
                     is not transferred to the Administrative Agent by any Lender on such
                     Settlement Date, the Swingline Lender shall be entitled to recover
                     such amount on demand from such Lender together with interest thereon
                     as specified in Section 2.07.
         21
      SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower
                     may request the issuance of Letters of Credit denominated in Dollars
                     for its own account, in a form reasonably acceptable to the
                     Administrative Agent and the relevant Issuing Bank, at any time and
                     from time to time during the Availability Period. In the event of any
                     inconsistency between the terms and conditions of this Agreement and
                     the terms and conditions of any form of letter of credit application
                     or other agreement submitted by the Borrower to, or entered into by
                     the Borrower with, the relevant Issuing Bank relating to any Letter
                     of Credit, the terms and conditions of this Agreement shall control.
                     The letters of credit identified on Schedule 2.06 shall be deemed to be "Letters of Credit" issued on the Effective
                     Date for all purposes of the Loan Documents.
                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
                     renewal or extension of an outstanding Letter of Credit), the
                     Borrower shall hand deliver or telecopy (or transmit by electronic
                     communication, if arrangements for doing so have been approved by
                     relevant Issuing Bank) to an Issuing Bank and the Administrative
                     Agent (reasonably in advance of the requested date of issuance,
                     amendment, renewal or extension) a notice requesting the issuance of
                     a Letter of Credit, or identifying the Letter of Credit to be
                     amended, renewed or extended, and specifying the date of issuance,
                     amendment, renewal or extension (which shall be a Business Day), the
                     date on which such Letter of Credit is to expire (which shall comply
                     with paragraph (c) of this Section), the amount of such Letter of
                     Credit, the name and address of the beneficiary thereof and such
                     other information as shall be necessary to prepare, amend, renew or
                     extend such Letter of Credit. If requested by such Issuing Bank, the
                     Borrower also shall submit a letter of credit application on such
                     Issuing Bank's standard form in connection with any request for a
                     Letter of Credit. A Letter of Credit shall be issued, amended,
                     renewed or extended only if (and upon issuance, amendment, renewal or
                     extension of each Letter of Credit the Borrower shall be deemed to
                     represent and warrant that), after giving effect to such issuance,
                     amendment, renewal or extension (i) the LC Exposure shall not exceed
                     $35,000,000, (ii) the amount of LC Exposure in respect of standby
                     Letters of Credit shall not exceed $15,000,000 and (iii) the total
                     Revolving Credit Exposures shall not exceed the lesser of the total
                     Commitments and the Borrowing Base.
                  (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
                     business on the earlier of (i) the date one year after the date of
                     the issuance of such Letter of Credit (or, in the case of any renewal
                     or extension thereof, one year after such renewal or extension) and
                     (ii) the date that is five (5) Business Days prior to the Maturity
                     Date.
                  (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter
                     of Credit increasing the amount thereof) and without any further
                     action on the part of any Issuing Bank or the Lenders, each Issuing
                     Bank hereby grants to each Lender, and each Lender hereby acquires
                     from each Issuing Bank, a participation in such Letter of Credit
                     equal to such Lender's Applicable Percentage of the aggregate amount
                     available to be drawn under such Letter of Credit. In consideration
                     and in furtherance of the foregoing, each Lender hereby absolutely
                     and unconditionally agrees to pay to the Administrative Agent, for
                     the account of the relevant Issuing Bank, such Lender's Applicable
                     Percentage of each LC Disbursement made by such Issuing Bank and not
                     reimbursed by the Borrower on the date due as provided in paragraph
                     (e) of this Section, or of any reimbursement payment required to be
                     refunded to the Borrower for any reason. Each Lender acknowledges and
                     agrees that its obligation to acquire participations pursuant to this
                     paragraph in respect of Letters of Credit is absolute and
                     unconditional and shall not be affected by any circumstance
                     whatsoever, including any amendment, renewal or extension of any
                     Letter of Credit or the occurrence and continuance of a Default or
                     reduction or termination of the
                     Commitments, and that each such payment shall be made without any
                     offset, abatement, withholding or reduction whatsoever.
                  (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a
                     Letter of Credit, the Borrower shall reimburse such LC Disbursement
                     by paying to the Administrative Agent in Dollars the amount equal to
                     such LC Disbursement, calculated as of the date such Issuing Bank
                     made such LC Disbursement not later than 12:00 noon, New York City
                     time, on the date that such LC Disbursement is made, if the Borrower
                     shall have received notice of such LC Disbursement prior to 10:00
                     a.m., New York City time, on such date, or, if such notice has not
                     been received by the Borrower prior to such time on such date, then
                     not later than 12:00 noon, New York City time, on (i) the Business
                     Day that the Borrower receives such notice, if such notice is
                     received prior to 10:00 a.m., New York City time, on the day of
                     receipt, or (ii) the Business Day immediately following the day that
                     the Borrower receives such notice, if such notice is not received
                     prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, (or
                     $500,000 in the case of financing by a Swingline Loan), the Borrower
                     may, subject to the conditions to borrowing set forth herein, request
                     in accordance with Section 2.03 or 2.05 that such payment be financed
                     with an ABR Revolving Borrowing or Swingline Loan in an equivalent
                     amount of such LC Disbursement and, to the extent so financed, the
                     Borrower's obligation to make such payment shall be discharged and
                     replaced by the resulting ABR Revolving Borrowing or Swingline Loan.
                     If the Borrower fails to make such payment when due, the
                     Administrative Agent shall notify each Lender of the applicable LC
                     Disbursement, the payment then due from the Borrower in respect
                     thereof and such Lender's Applicable Percentage thereof. Promptly
                     following receipt of such notice, each Lender shall pay to the
                     Administrative Agent its Applicable Percentage of the payment then
                     due from the Borrower, in the same
         22
      manner as provided in Section 2.07 with respect to Loans made by such
                     Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
                     Agent shall promptly pay to such Issuing Bank the amounts so received
                     by it from the Lenders. Promptly following receipt by the
                     Administrative Agent of any payment from the Borrower pursuant to
                     this paragraph, the Administrative Agent shall distribute such
                     payment to the applicable Issuing Bank or, to the extent that Lenders
                     have made payments pursuant to this paragraph to reimburse such
                     Issuing Bank, then to such Lenders and such Issuing Bank as their
                     interests may appear. Any payment made by a Lender pursuant to this
                     paragraph to reimburse an Issuing Bank for any LC Disbursement (other
                     than the funding of ABR Revolving Loans or a Swingline Loan as
                     contemplated above) shall not constitute a Loan and shall not relieve
                     the Borrower of its obligation to reimburse such LC Disbursement.
                  (f) Obligations Absolute. The Borrower's obligation to reimburse LC Disbursements as provided
                     in paragraph (e) of this Section shall be absolute, unconditional and
                     irrevocable, and shall be performed strictly in accordance with the
                     terms of this Agreement under any and all circumstances whatsoever
                     and irrespective of (i) any lack of validity or enforceability of any
                     Letter of Credit or this Agreement, or any term or provision therein,
                     (ii) any draft or other document presented under a Letter of Credit
                     proving to be forged, fraudulent or invalid in any respect or any
                     statement therein being untrue or inaccurate in any respect, (iii)
                     payment by an Issuing Bank under a Letter of Credit against
                     presentation of a draft or other document that does not comply with
                     the terms of such Letter of Credit, or (iv) any other event or
                     circumstance whatsoever, whether or not similar to any of the
                     foregoing, that might, but for the provisions of this Section,
                     constitute a legal or equitable discharge of, or provide a right of
                     setoff against, the Borrower's obligations hereunder. Neither the
                     Administrative Agent, the Lenders nor any Issuing Bank, nor any of
                     their Related Parties, shall have any liability or responsibility by
                     reason of or in connection with the issuance or transfer of any
                     Letter of Credit or any payment or failure to make any payment
                     thereunder (irrespective of any of the circumstances referred to in
                     the preceding sentence), or any error, omission, interruption, loss
                     or delay in transmission or delivery of any draft, notice or other
                     communication under or relating to any Letter of Credit (including
                     any document required to make a drawing thereunder), any error in
                     interpretation of technical terms or any consequence arising from
                     causes
                     beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse the any Issuing
                     Bank from liability to the Borrower to the extent of any direct
                     damages (as opposed to consequential damages, claims in respect of
                     which are hereby waived by the Borrower to the extent permitted by
                     applicable law) suffered by the Borrower that are caused by such
                     Issuing Bank's failure to exercise reasonable care when determining
                     whether drafts and other documents presented under a Letter of Credit
                     comply with the terms thereof. The parties hereto expressly agree
                     that, in the absence of gross negligence or willful misconduct on the
                     part of any Issuing Bank (as finally determined by a court of
                     competent jurisdiction), such Issuing Bank shall be deemed to have
                     exercised reasonable care in each such determination. In furtherance
                     of the foregoing and without limiting the generality thereof, the
                     parties agree that, with respect to documents presented which appear
                     on their face to be in substantial compliance with the terms of a
                     Letter of Credit, each Issuing Bank may, in its sole discretion,
                     either accept and make payment upon such documents without
                     responsibility for further investigation, regardless of any notice or
                     information to the contrary unless failure to act upon such notice or
                     information is commercially grossly negligent, or refuse to accept
                     and make payment upon such documents if such documents are not in
                     strict compliance with the terms of such Letter of Credit.
                  (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof,
                     examine all documents purporting to represent a demand for payment
                     under a Letter of Credit. Such Issuing Bank shall promptly notify the
                     Administrative Agent and the Borrower by telephone (confirmed by
                     telecopy) of such demand for payment and whether such Issuing Bank
                     has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not
                     relieve the Borrower of its obligation to reimburse such Issuing Bank
                     and the Lenders with respect to any such LC Disbursement.
                  (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless
                     the Borrower shall reimburse such LC Disbursement in full on the date
                     such LC Disbursement is made, the unpaid amount thereof shall bear
                     interest, for each day from and including the date such LC
                     Disbursement is made to but excluding the date that the Borrower
                     reimburses such LC Disbursement, at the rate per annum then
                     applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when
                     due pursuant to paragraph (e) of this Section, then Section 2.13(c)
                     shall apply. Interest accrued pursuant to this paragraph shall be for
                     the account of such Issuing Bank, except that interest accrued on and
                     after the date of payment by any Lender pursuant to paragraph (e) of
                     this Section to reimburse such Issuing Bank shall be for the account
                     of such Lender to the extent of such payment.
                  (i) Replacement of Any Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement
                     among the Borrower, the Administrative Agent, the replaced Issuing
                     Bank and the successor Issuing Bank. The Administrative Agent shall
                     notify the Lenders of any such replacement of an Issuing Bank. At the
                     time any such replacement shall become effective, the Borrower shall
                     pay all unpaid fees accrued for the account of the replaced Issuing
                     Bank pursuant to Section 2.12(b). From and after the effective date
                     of any such replacement, (i) the successor Issuing Bank shall have
                     all the rights and obligations of an Issuing Bank under this
                     Agreement with respect to Letters of Credit to be issued thereafter
                     and (ii) references herein to the term
         23
      "Issuing Bank" shall be deemed to refer to such successor or to any
                     previous Issuing Bank, or to such successor and all previous Issuing
                     Banks, as the context shall require. After the replacement of an
                     Issuing Bank hereunder, the replaced Issuing Bank shall remain a
                     party hereto and shall continue to have all the rights and
                     obligations of an Issuing Bank under this Agreement with respect to
                     Letters of Credit then outstanding and issued by it prior to such
                     replacement, but shall not be required to issue additional Letters
                     of Credit.
                  (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the
                     Business Day that the Borrower receives notice from the
                     Administrative Agent or the Required Lenders
                     (or, if the maturity of the Loans has been accelerated, Lenders with
                     LC Exposure representing greater than 50% of the total LC Exposure)
                     demanding the deposit of cash collateral pursuant to this paragraph,
                     the Borrower shall deposit in an account with the Administrative
                     Agent, in the name of the Administrative Agent and for the benefit of
                     the Secured Parties (the "LC Collateral Account"), an amount in cash equal to 105% of the amount of the LC Exposure
                     as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become
                     effective immediately, and such deposit shall become immediately due
                     and payable, without demand or other notice of any kind, upon the
                     occurrence of any Event of Default with respect to the Borrower
                     described in clause (h) or (i) of Article VII. Such deposit shall be
                     held by the Administrative Agent as collateral for the payment and
                     performance of the Secured Obligations and the Borrower hereby grants
                     the Administrative Agent a security interest in the LC Collateral
                     Account. The Administrative Agent shall have exclusive dominion and
                     control, including the exclusive right of withdrawal, over such
                     account. Other than any interest earned on the investment of such
                     deposits, which investments shall be made at the option and sole
                     discretion of the Administrative Agent and at the Borrower's risk and
                     expense, such deposits shall not bear interest. Interest or profits,
                     if any, on such investments shall accumulate in such account. Moneys
                     in such account shall be applied by the Administrative Agent to
                     reimburse the relevant Issuing Bank for LC Disbursements for which it
                     has not been reimbursed and, to the extent not so applied, shall be
                     held for the satisfaction of the reimbursement obligations of the
                     Borrower for the LC Exposure at such time or, if the maturity of the
                     Loans has been accelerated (but subject to the consent of Lenders
                     with LC Exposure representing greater than 50% of the total LC
                     Exposure), be applied to satisfy other Secured Obligations. If the
                     Borrower is required to provide an amount of cash collateral
                     hereunder as a result of the occurrence of an Event of Default, such
                     amount (to the extent not applied as aforesaid) shall be returned to
                     the Borrower within three (3) Business Days after all Events of
                     Default have been cured or waived.
                  (k) Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the
                     Administrative Agent, such Issuing Bank shall report in writing to
                     the Administrative Agent (i) on the first Business Day of each week,
                     the daily activity (set forth by day) in respect of Letters of Credit
                     during the immediately preceding week, including all issuances,
                     extensions, amendments and renewals, all expirations and
                     cancellations and all disbursements and reimbursements, (ii) on or
                     prior to each Business Day on which such Issuing Bank expects to
                     issue, amend, renew or extend any Letter of Credit, the date of such
                     issuance, amendment, renewal or extension, and the aggregate face
                     amount of the Letters of Credit to be issued, amended, renewed or
                     extended by it and outstanding after giving effect to such issuance,
                     amendment, renewal or extension occurred (and whether the amount
                     thereof changed), it being understood that such Issuing Bank shall
                     not permit any issuance, renewal, extension or amendment resulting in
                     an increase in the amount of any Letter of Credit to occur without
                     first obtaining written confirmation from the Administrative Agent
                     that it is then permitted under this Agreement, (iii) on each
                     Business Day on which such Issuing Bank makes any LC Disbursement,
                     the date of such LC Disbursement and the amount of such LC
                     Disbursement, (iv) on any Business Day on which the Borrower fails to
                     reimburse an LC Disbursement required to be reimbursed to such
                     Issuing Bank on such day, the date of such failure and the amount and
                     currency of such LC Disbursement and (v) on any other Business Day,
                     such other information as the Administrative Agent shall reasonably
                     request.
                  SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on
                     the proposed date thereof by wire transfer of immediately available
                     funds by 12:00 noon, New York City time, to the account of the
                     Administrative Agent most recently designated by it for such purpose
                     by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The
                     Administrative Agent will make such Loans available to the Borrower
                     by promptly crediting the amounts so received, in like funds, to the
                     Funding Account; provided that ABR Revolving Loans made to finance the reimbursement of (i) an
                     LC Disbursement as provided in Section 2.06(e) shall
                     be remitted by the Administrative Agent to the relevant Issuing Bank
                     and (ii) a Protective Advance or an Overadvance shall be retained by
                     the Administrative Agent.
                  (b) Unless the Administrative Agent shall have received notice from a
                     Lender prior to the proposed date of any Borrowing that such Lender
                     will not make available to the Administrative Agent such Lender's
                     share of such Borrowing, the Administrative Agent may assume that
                     such Lender has made such share available on such date in accordance
                     with paragraph (a) of this Section and may, in reliance upon such
                     assumption, make available to the Borrower a corresponding amount. In
                     such event, if a Lender has not in fact made its share of the
                     applicable Borrowing available to the Administrative Agent, then the
                     applicable Lender and the Borrower severally agree to pay to the
                     Administrative Agent forthwith on demand such corresponding amount
                     with
         24
      interest thereon, for each day from and including the date such
                     amount is made available to the Borrower to but excluding the date of
                     payment to the Administrative Agent, at (i) in the case of such
                     Lender, the greater of the Federal Funds Effective Rate and a rate
                     determined by the Administrative Agent in accordance with banking
                     industry rules on interbank compensation or (ii) in the case of the
                     Borrower, the interest rate applicable to ABR Loans. If such Lender
                     pays such amount to the Administrative Agent, then such amount shall
                     constitute such Lender's Loan included in such Borrowing.
                  SECTION 2.08. Interest Elections.  (a) Each Revolving Borrowing initially shall be of the Type
                     specified in the applicable Borrowing Request and, in the case of a
                     Eurodollar Revolving Borrowing, shall have an initial Interest Period
                     as specified in such Borrowing Request. Thereafter, the Borrower may
                     elect to convert such Borrowing to a different Type or to continue
                     such Borrowing and, in the case of a Eurodollar Revolving Borrowing,
                     may elect Interest Periods therefor, all as provided in this Section.
                     The Borrower may elect different options with respect to different
                     portions of the affected Borrowing, in which case each such portion
                     shall be allocated ratably among the Lenders holding the Loans
                     comprising such Borrowing, and the Loans comprising each such portion
                     shall be considered a separate Borrowing. This Section shall not
                     apply to Swingline Borrowings, Overadvances or Protective Advances
                     which may not be converted or continued.
                  (b) To make an election pursuant to this Section, the Borrower shall
                     notify the Administrative Agent of such election by telephone by the
                     time that a Borrowing Request would be required under Section 2.03 if
                     the Borrower were requesting a Revolving Borrowing of the Type
                     resulting from such election to be made on the effective date of such
                     election. Each such telephonic Interest Election Request shall be
                     irrevocable and shall be confirmed promptly by hand delivery or
                     telecopy to the Administrative Agent of a written Interest Election
                     Request in a form approved by the Administrative Agent and signed by
                     the Borrower. Notwithstanding any contrary provision herein, this
                     Section shall not be construed to permit the Borrower to elect an
                     Interest Period for Eurodollar Loans that does not comply with
                     Section 2.02(d).
                  (c) Each telephonic and written Interest Election Request shall
                     specify the following information in compliance with Section 2.02:



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

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

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

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


                  
                  If any such Interest Election Request requests a Eurodollar Borrowing
                     but does not specify an Interest Period, then the Borrower shall be
                     deemed to have selected an Interest Period of one month's duration.
                  (d) Promptly following receipt of an Interest Election Request, the
                     Administrative Agent shall advise each Lender of the details thereof
                     and of such Lender's portion of each resulting Borrowing.
                  (e) If the Borrower fails to deliver a timely Interest Election
                     Request with respect to a Eurodollar Revolving Borrowing prior to the
                     end of the Interest Period applicable thereto, then, unless such
                     Borrowing is repaid as provided herein, at the end of such Interest
                     Period such Borrowing shall be converted to an ABR Borrowing.
                     Notwithstanding any contrary provision hereof, if an Event of Default
                     has occurred and is continuing and the Administrative Agent, at the
                     request of the Required Lenders, so notifies the Borrower, then, so
                     long as an Event of Default is continuing (i) no outstanding
                     Revolving Borrowing may be converted to or continued as a Eurodollar
                     Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing
                     shall be converted to an ABR Borrowing at the end of the Interest
                     Period applicable thereto.
                  SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on
                     the Maturity Date.
                  (b) The Borrower may at any time terminate, or from time to time
                     reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount
                     that is an integral multiple of $1,000,000 and not less than
                     $5,000,000 and (ii) the Borrower shall not terminate or reduce the
                     Commitments if, after giving effect to any concurrent prepayment of
                     the Loans in accordance with Section 2.11, the sum of the Revolving
                     Credit Exposures would exceed the lesser of the total Commitments and
                     the Borrowing Base.
         25
      (c) The Borrower shall notify the Administrative Agent of any
                     election to terminate or reduce the Commitments under paragraph (b)
                     of this Section at least three (3) Business Days prior to the
                     effective date of such termination or reduction, specifying such
                     election and the effective date thereof. Promptly following receipt
                     of any notice, the Administrative Agent shall advise the Lenders of
                     the contents thereof. Each notice delivered by the Borrower pursuant
                     to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the
                     Borrower may state that such notice is conditioned upon the
                     effectiveness of other credit facilities, in which case such notice
                     may be revoked by the Borrower (by notice to the Administrative Agent
                     on or prior to the specified effective date) if such condition is not
                     satisfied. Any termination or reduction of the Commitments shall be
                     permanent. Each reduction of the Commitments shall be made ratably
                     among the Lenders in accordance with their respective Commitments.
                  SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) (1) The Borrower hereby unconditionally promises to pay (i) to
                     the Administrative Agent for the account of each Lender the then
                     unpaid principal amount of each Revolving Loan on the Maturity Date,
                     (ii) to the Administrative Agent the then unpaid amount of each
                     Protective Advance on the earlier of the Maturity Date and demand by
                     the Administrative Agent and (iii) to the Administrative Agent the
                     then unpaid principal amount of each Overadvance on the earlier of
                     the Maturity Date and demand by the Administrative Agent.
                  (2) At all times that full cash dominion is in effect pursuant to
                     Section 7.3 of the Security Agreement, on each Business Day, the
                     Administrative Agent shall apply all funds credited to the Collection
                     Account on such Business Day or the immediately preceding Business
                     Day (at the discretion of the Administrative Agent, whether or not
                     immediately available) first to prepay any Protective Advances and Overadvances that may be
                     outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to
                     cash collateralize outstanding LC Exposure.
                  (b) Each Lender shall maintain in accordance with its usual practice
                     an account or accounts evidencing the indebtedness of the Borrower to
                     such Lender resulting from each Loan made by such Lender, including
                     the amounts of principal and interest payable and paid to such Lender
                     from time to time hereunder.
                  (c) The Administrative Agent shall maintain accounts in which it
                     shall record (i) the amount of each Loan made hereunder, the Class
                     and Type thereof and the Interest Period applicable thereto, (ii) the
                     amount of any principal or interest due and payable or to become due
                     and payable from the Borrower to each Lender hereunder and (iii) the
                     amount of any sum received by the Administrative Agent hereunder for
                     the account of the Lenders and each Lender's share thereof.
                  (d) The entries made in the accounts maintained pursuant to paragraph
                     (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; providedthat the failure of any Lender or the Administrative Agent to
                     maintain such accounts or any error therein shall not in any manner
                     affect the obligation of the Borrower to repay the Loans in
                     accordance with the terms of this Agreement.
                  (e) Any Lender may request that Loans made by it be evidenced by a
                     promissory note. In such event, the Borrower shall prepare, execute
                     and deliver to such Lender a promissory note payable to the order of
                     such Lender (or, if requested by such Lender, to such Lender and its
                     registered assigns) and in a form approved by the Administrative
                     Agent. Thereafter, the Loans evidenced by such promissory note and
                     interest thereon shall at all times (including after assignment
                     pursuant to Section 9.04) be represented by one or more promissory
                     notes in such form payable to the order of the payee named therein
                     (or, if such promissory note is a registered note, to such payee and
                     its registered assigns).
                  SECTION 2.11. Prepayment of Loans.
                  (a) The Borrower shall have the right at any time and from time to
                     time to prepay any Borrowing in whole or in part, subject to prior
                     notice in accordance with paragraph (e) of this Section.
                  (b) Except for Overadvances permitted under Section 2.05, in the
                     event and on such occasion that the total Revolving Credit Exposures
                     exceeds the lesser of (A) the total Commitments or (B) the Borrowing
                     Base, the Borrower shall prepay the Revolving Loans, LC Exposure
                     and/or Swingline Loans in an aggregate amount equal to such excess.
                  (c) In the event and on each occasion that any Net Proceeds are
                     received by or on behalf of any Loan Party in respect of any
                     Prepayment Event, the Borrower shall, immediately after such Net
                     Proceeds are received by any Loan Party, prepay the Obligations as
                     set forth in Section 2.11(d) below in an aggregate amount equal to
                     100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the
                     definition of the term "Prepayment Event", if the Borrower shall deliver to the Administrative Agent a
                     certificate of a Financial Officer to the effect that the Loan
                     Parties intend to apply the Net Proceeds from such event (or a
                     portion thereof specified in such certificate), within 180 days after
                     receipt of such Net Proceeds, to acquire (or replace or rebuild) real
                     property, equipment or other tangible assets (excluding inventory) to
                     be used in the business of the Loan Parties,
                     and certifying that no Default has occurred and is continuing, then
                     either (i) so long as full cash dominion is not in effect, no
                     prepayment shall be required pursuant to this paragraph in respect of
                     the Net Proceeds specified
         26
      in such certificate or (ii) if full cash dominion is in effect, if
                     the Net Proceeds specified in such certificate are to be applied by
                     (A) the Borrower, then such Net Proceeds shall be applied by the
                     Administrative Agent to reduce the outstanding principal balance of
                     the Revolving Loans (without a permanent reduction of the
                     Commitments) and upon such application, the Administrative Agent
                     shall establish a Reserve against the Borrowing Base in an amount
                     equal to the amount of such proceeds so applied and (B) any Loan
                     Party that is not the Borrower, then such Net Proceeds shall be
                     deposited in a cash collateral account and in either case,
                     thereafter, such funds shall be made available to the applicable Loan
                     Party as follows:
                  (1) Borrower shall request a Revolving Loan (specifying that
                              the request is to use Net Proceeds pursuant to this Section) or the
                              applicable Loan Party shall request a release from the cash
                              collateral account be made in the amount needed;(2) so long as the conditions set forth in Section 4.02 have
                              been met, the Lenders shall make such Revolving Loan or the
                              Administrative Agent shall release funds from the cash collateral
                              account; and(3) in the case of Net Proceeds applied against the Revolving
                              Loan, the Reserve established with respect to such insurance proceeds
                              shall be reduced by the amount of such Revolving Loan;provided that to the extent of any such Net Proceeds therefrom that have not
                     been so applied by the end of such 180 day period, at which time a
                     prepayment shall be required in an amount equal to such Net Proceeds
                     that have not been so applied.
                  (d) All such amounts required to be applied to the prepayment of the
                     Obligations pursuant to Section 2.11(c) (as to any insurance or
                     condemnation proceeds, to the extent they arise from casualties or
                     losses to Inventory, equipment, fixtures and real property) shall be
                     applied, first to prepay any Protective Advances and Overadvances that may be
                     outstanding, pro rata and second to prepay the Revolving Loans (including Swingline Loans) without a
                     corresponding reduction in the Commitments and to cash collateralize
                     outstanding LC Exposure.
                  (e) The Borrower shall notify the Administrative Agent (and, in the
                     case of prepayment of a Swingline Loan, the Swingline Lender) by
                     telephone (confirmed by telecopy) of any prepayment hereunder (i) in
                     the case of prepayment of a Eurodollar Revolving Borrowing, not later
                     than 11:00 a.m., New York City time, three (3) Business Days before
                     the date of prepayment or (ii) in the case of prepayment of an ABR
                     Revolving Borrowing, not later than 11:00 a.m., New York City time,
                     one Business Day before the date of prepayment. Each such notice
                     shall be irrevocable and shall specify the prepayment date and the
                     principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a
                     conditional notice of termination of the Commitments as contemplated
                     by Section 2.09, then such notice of prepayment may be revoked if
                     such notice of termination is revoked in accordance with Section
                     2.09. Promptly following receipt of any such notice relating to a
                     Revolving Borrowing, the Administrative Agent shall advise the
                     Lenders of the contents thereof. Each partial prepayment of any
                     Revolving Borrowing shall be in an amount that would be permitted in
                     the case of an advance of a Revolving Borrowing of the same Type as
                     provided in Section 2.02. Each prepayment of a Revolving Borrowing
                     shall be applied ratably to the Revolving Loans included in such
                     prepaid Borrowing. Prepayments shall be accompanied by (i) accrued
                     interest to the extent required by Section 2.13 and (ii) break
                     funding payments pursuant to Section 2.16.
                  SECTION 2.12. Fees.  (a) The Borrower agrees to pay to the Administrative Agent for the
                     account of each Lender a commitment fee, which shall accrue at the
                     Applicable Rate on the average daily amount of the Available
                     Commitment of such Lender during the period from and including the
                     Effective Date to but excluding the date on which such Commitment
                     terminates. Accrued commitment fees shall be payable in arrears on
                     the first Business Day of each calendar month and on the date on
                     which the Commitments terminate, commencing on the first such date to
                     occur after the date hereof. All commitment fees shall be computed on
                     the basis of a year of 360 days and shall be payable for the actual
                     number of days elapsed.
                  (b) The Borrower agrees to pay (i) to the Administrative Agent for
                     the account of each Lender a participation fee with respect to its
                     participations in Letters of Credit, which shall accrue, in the case
                     of standby Letters of Credit, at the same Applicable Rate used to
                     determine the interest rate applicable to Eurodollar Revolving Loans
                     and, in the case of commercial Letters of Credit, at the Applicable
                     Rate applicable to commercial Letters of Credit, in each case on the
                     average daily amount of such Lender's LC Exposure (excluding any
                     portion thereof attributable to unreimbursed LC Disbursements) during
                     the period from and including the Effective Date to but excluding the
                     later of the date on which such Lender's Commitment terminates and
                     the date on which such Lender ceases to have any LC Exposure and (ii)
                     to the applicable Issuing Bank a fronting fee, which shall accrue at
                     the rate of 0.125% per annum on the average daily amount of the LC
                     Exposure (excluding any portion thereof attributable to unreimbursed
                     LC Disbursements) attributable to Letters of Credit issued by such
                     Issuing Bank during the period from and including the Effective Date
                     to but excluding the later of the date of termination of the
                     Commitments and the date on which there ceases to be any LC Exposure,
                     as well as such Issuing Bank's standard fees and commissions
                     (including without limitation standard commissions with respect to
                     commercial Letters of Credit, payable at the time of invoice of such
                     amounts)
         27
      with respect to the issuance, amendment, cancellation, negotiation,
                     transfer, presentment, renewal or extension of any Letter of Credit
                     or processing of drawings thereunder. Unless otherwise specified
                     above, participation fees and fronting fees accrued through and
                     including the last day of each calendar month shall be payable on the
                     first (1st) Business Day of each calendar month, commencing on the first such
                     date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the
                     Commitments terminate and any such fees accruing after the date on
                     which the Commitments terminate shall be payable on demand. Any other
                     fees payable to any Issuing Bank pursuant to this paragraph shall be
                     payable within ten (10) days after demand. All participation fees and
                     fronting fees shall be computed on the basis of a year of 360 days
                     and shall be payable for the actual number of days elapsed.
                  (c) The Borrower agrees to pay to the Administrative Agent, for its
                     own account, fees payable in the amounts and at the times separately
                     agreed upon between the Borrower and the Administrative Agent.
                  (d) All fees payable hereunder shall be paid on the dates due, in
                     immediately available funds, to the Administrative Agent (or to the
                     relevant Issuing Bank, in the case of fees payable to it) for
                     distribution, in the case of commitment fees and participation fees,
                     to the Lenders. Fees paid shall not be refundable under any
                     circumstances.
                  SECTION 2.13. Interest.  (a) The Loans comprising each ABR Borrowing (including each
                     Swingline Loan) shall bear interest at the Alternate Base Rate plus
                     the Applicable Rate. The Loans comprising each Eurodollar Borrowing
                     shall bear interest at the Adjusted LIBO Rate for the Interest Period
                     in effect for such Borrowing plus the Applicable Rate.
                  (b) Each Protective Advance and each Overadvance shall bear interest
                     at the Alternate Base Rate plus the Applicable Rate for Revolving
                     Loans plus 2%.
                  (c) Notwithstanding the foregoing, during the occurrence and
                     continuance of an Event of Default, the Administrative Agent or the
                     Required Lenders may, at their option, by notice to the Borrower
                     (which notice may be revoked at the option of the Required Lenders
                     notwithstanding any provision of Section 9.02 requiring the consent
                     of "each Lender affected thereby" for reductions in interest rates),
                     declare that (i) all Loans shall bear interest at 2% plus the rate
                     otherwise applicable to such Loans as provided in the preceding
                     paragraphs of this Section or (ii) in the case of any other amount
                     outstanding hereunder, such amount shall accrue at 2% plus the rate
                     applicable to such fee or other obligation as provided hereunder.
                  (d) Accrued interest on each Loan (accrued through the last day of
                     the prior calendar month) shall be payable in arrears on each
                     Interest Payment Date for such Loan and upon termination of the
                     Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section
                     shall be payable on demand, (ii) in the event of any repayment or
                     prepayment of any Loan (other than a prepayment of an ABR Revolving
                     Loan prior to the end of the Availability Period), accrued interest
                     on the principal amount repaid or prepaid shall be payable on the
                     date of such repayment or prepayment and (iii) in the event of any
                     conversion of any Eurodollar Loan prior to the end of the current
                     Interest Period therefor, accrued interest on such Loan shall be
                     payable on the effective date of such conversion.
                  (e) All interest hereunder shall be computed on the basis of a year
                     of 360 days, except that interest computed by reference to the
                     Alternate Base Rate shall be computed on the basis of a year of 365
                     days (or 366 days in a leap year), and in each case shall be payable
                     for the actual number of days elapsed. The applicable Alternate Base
                     Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
                     Administrative Agent, and such determination shall be conclusive
                     absent manifest error.
                  SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a
                     Eurodollar Borrowing:
                  (a) the Administrative Agent determines (which determination
                              shall be conclusive absent manifest error) that adequate and
                              reasonable means do not exist for ascertaining the Adjusted LIBO Rate
                              or the LIBO Rate, as applicable, for such Interest Period; or(b) the Administrative Agent is advised by the Required Lenders
                              that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
                              Interest Period will not adequately and fairly reflect the cost to
                              such Lenders (or Lender) of making or maintaining their Loans (or its
                              Loan) included in such Borrowing for such Interest Period;then the Administrative Agent shall give notice thereof to the
                     Borrower and the Lenders by telephone or telecopy as promptly as
                     practicable thereafter and, until the Administrative Agent notifies
                     the Borrower and the Lenders that the circumstances giving rise to
                     such notice no longer exist, (i) any Interest Election Request that
                     requests the conversion of any Revolving Borrowing to, or
                     continuation of any Revolving Borrowing as, a Eurodollar Borrowing
                     shall be ineffective and (ii) if any Borrowing Request requests a
                     Eurodollar Revolving Borrowing, such Borrowing shall be made as an
                     ABR Borrowing.
                  SECTION 2.15. Increased Costs.  (a) If any Change in Law shall:
         28
      (i) impose, modify or deem applicable any reserve, special
                              deposit or similar requirement against assets of, deposits with or
                              for the account of, or credit extended by, any Lender (except any
                              such reserve requirement reflected in the Adjusted LIBO Rate) or any
                              Issuing Bank; or(ii) impose on any Lender or any Issuing Bank or the London
                              interbank market any other condition affecting this Agreement or
                              Eurodollar Loans made by such Lender or any Letter of Credit or
                              participation therein;
                  and the result of any of the foregoing shall be to increase the cost
                     to such Lender of making or maintaining any Eurodollar Loan or of
                     maintaining its obligation to make any such Loan or to increase the
                     cost to such Lender or such Issuing Bank of participating in, issuing
                     or maintaining any Letter of Credit or to reduce the amount of any
                     sum received or receivable by such Lender or such Issuing Bank
                     hereunder, whether of principal, interest or otherwise, then the
                     Borrower will pay to such Lender or such Issuing Bank, as the case
                     may be, such additional amount or amounts as will compensate such
                     Lender or such Issuing Bank, as the case may be, for such additional
                     costs incurred or reduction suffered.
                  (b) If any Lender or any Issuing Bank determines that any Change in
                     Law regarding capital requirements has or would have the effect of
                     reducing the rate of return on such Lender's or such Issuing Bank's
                     capital or on the capital of such Lender's or such Issuing Bank's
                     holding company, if any, as a consequence of this Agreement or the
                     Loans made by, or participations in Letters of Credit held by, such
                     Lender, or the Letters of Credit issued by such Issuing Bank, to a
                     level below that which such Lender or such Issuing Bank or such
                     Lender's or such Issuing Bank's holding company could have achieved
                     but for such Change in Law (taking into consideration such Lender's
                     or such Issuing Bank's policies and the policies of such Lender's or
                     such Issuing Bank's holding company with respect to capital
                     adequacy), then from time to time the Borrower will pay to such
                     Lender or such Issuing Bank, as the case may be, such additional
                     amount or amounts as will compensate such Lender or such Issuing Bank
                     or such Lender's or such Issuing Bank's holding company for any such
                     reduction suffered.
                  (c) A certificate of a Lender or an Issuing Bank setting forth the
                     amount or amounts necessary to compensate such Lender or such Issuing
                     Bank or its holding company, as the case may be, as specified in
                     paragraph (a) or (b) of this Section shall be delivered to the
                     Borrower and shall be conclusive absent manifest error. The Borrower
                     shall pay such Lender or such Issuing Bank, as the case may be, the
                     amount shown as due on any such certificate within ten (10) days
                     after receipt thereof.
                  (d) Failure or delay on the part of any Lender or any Issuing Bank to
                     demand compensation pursuant to this Section shall not constitute a
                     waiver of such Lender's or such Issuing Bank's right to demand such
                     compensation; provided that the Borrower shall not be required to compensate a Lender or an
                     Issuing Bank pursuant to this Section for any increased costs or
                     reductions incurred more than 180 days prior to the date that such
                     Lender or such Issuing Bank, as the case may be, notifies the
                     Borrower of the Change in Law giving rise to such increased costs or
                     reductions and of such Lender's or such Issuing Bank's intention to
                     claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or
                     reductions is retroactive, then the 180-day period referred to above
                     shall be extended to include the period of retroactive effect thereof.
                  SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar
                     Loan other than on the last day of an Interest Period applicable
                     thereto (including as a result of an Event of Default or as a result
                     of any prepayment pursuant to Section 2.11), (b) the conversion of
                     any Eurodollar Loan other than on the last day of the Interest Period
                     applicable thereto, (c) the failure to borrow, convert, continue or
                     prepay any Eurodollar Loan on the date specified in any notice
                     delivered pursuant hereto (regardless of whether such notice may be
                     revoked under Section 2.11(e) and is revoked in accordance therewith)
                     or (d) the assignment of any Eurodollar Loan other than on the last
                     day of the Interest Period applicable thereto as a result of a
                     request by the Borrower pursuant to Section 2.19, then, in any such
                     event, the Borrower shall compensate each Lender for the loss, cost
                     and expense attributable to such event. Such loss, cost or expense to
                     any Lender shall be deemed to include an amount determined by such
                     Lender to be the excess, if any, of (i) the amount of interest which
                     would
                     have accrued on the principal amount of such Loan had such event not
                     occurred, at the Adjusted LIBO Rate that would have been applicable
                     to such Loan, for the period from the date of such event to the last
                     day of the then current Interest Period therefor (or, in the case of
                     a failure to borrow, convert or continue, for the period that would
                     have been the Interest Period for such Loan), over (ii) the amount of
                     interest which would accrue on such principal amount for such period
                     at the interest rate which such Lender would bid were it to bid, at
                     the commencement of such period, for deposits in Dollars of a
                     comparable amount and period from other banks in the eurodollar
                     market. A certificate of any Lender setting forth any amount or
                     amounts that such Lender is entitled to receive pursuant to this
                     Section shall be delivered to the Borrower and shall be conclusive
                     absent manifest error. The Borrower shall pay such Lender the amount
                     shown as due on any such certificate within ten (10) days after
                     receipt thereof.
                  SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the
                     Borrower hereunder shall be made free and clear of and without
                     deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified
                     Taxes or Other Taxes from such payments, then (i) the sum payable
                     shall be increased as necessary so that after making all required
                     deductions (including deductions applicable to additional sums
                     payable under
         29
      this Section) the Administrative Agent, Lender or the relevant
                     Issuing Bank (as the case may be) receives an amount equal to the sum
                     it would have received had no such deductions been made, (ii) the
                     Borrower shall make such deductions and (iii) the Borrower shall pay
                     the full amount deducted to the relevant Governmental Authority in
                     accordance with applicable law.
                  (b) In addition, the Borrower shall pay any Other Taxes to the
                     relevant Governmental Authority in accordance with applicable law.
                  (c) The Borrower shall indemnify the Administrative Agent, each
                     Lender and any Issuing Bank, within ten (10) days after written
                     demand therefor, for the full amount of any Indemnified Taxes or
                     Other Taxes paid by the Administrative Agent, such Lender or such
                     Issuing Bank, as the case may be, on or with respect to any payment
                     by or on account of any obligation of the Borrower hereunder
                     (including Indemnified Taxes or Other Taxes imposed or asserted on or
                     attributable to amounts payable under this Section) and any
                     penalties, interest and reasonable expenses arising therefrom or with
                     respect thereto, whether or not such Indemnified Taxes or Other Taxes
                     were correctly or legally imposed or asserted by the relevant
                     Governmental Authority. A certificate as to the amount of such
                     payment or liability delivered to the Borrower by a Lender or any
                     Issuing Bank, or by the Administrative Agent on its own behalf or on
                     behalf of a Lender or any Issuing Bank, shall be conclusive absent
                     manifest error.
                  (d) As soon as practicable after any payment of Indemnified Taxes or
                     Other Taxes by the Borrower to a Governmental Authority, the Borrower
                     shall deliver to the Administrative Agent the original or a certified
                     copy of a receipt issued by such Governmental Authority evidencing
                     such payment, a copy of the return reporting such payment or other
                     evidence of such payment reasonably satisfactory to the
                     Administrative Agent.
                  (e) Any Foreign Lender that is entitled to an exemption from or
                     reduction of withholding tax under the law of the jurisdiction in
                     which the Borrower is located, or any treaty to which such
                     jurisdiction is a party, with respect to payments under this
                     Agreement shall deliver to the Borrower (with a copy to the
                     Administrative Agent), at the time or times prescribed by applicable
                     law, such properly completed and executed documentation prescribed by
                     applicable law or reasonably requested by the Borrower as will permit
                     such payments to be made without withholding or at a reduced rate.
                  (f) If the Administrative Agent or a Lender determines, in its sole
                     discretion, that it has received a refund of any Taxes or Other Taxes
                     as to which it has been indemnified by the Borrower or with respect
                     to which the Borrower has paid additional amounts pursuant to this
                     Section 2.17, it shall pay
                     over such refund to the Borrower (but only to the extent of indemnity
                     payments made, or additional amounts paid, by the Borrower under this
                     Section 2.17 with respect to the Taxes or Other Taxes giving rise to
                     such refund), net of all out-of-pocket expenses of the Administrative
                     Agent or such Lender and without interest (other than any interest
                     paid by the relevant Governmental Authority with respect to such
                     refund); provided, that the Borrower, upon the request of the
                     Administrative Agent or such Lender, agrees to repay the amount paid
                     over to the Borrower (plus any penalties, interest or other charges
                     imposed by the relevant Governmental Authority) to the Administrative
                     Agent or such Lender in the event the Administrative Agent or such
                     Lender is required to repay such refund to such Governmental
                     Authority. This Section shall not be construed to require the
                     Administrative Agent or any Lender to make available its tax returns
                     (or any other information relating to its taxes which it deems
                     confidential) to the Borrower or any other Person.
                  (g) Each Lender and each Issuing Bank shall indemnify the Borrower
                     and the Administrative Agent, within ten (10) days after written
                     demand therefor, against any and all Taxes and any and all related
                     losses, claims, liabilities, penalties, interest and reasonable
                     expenses (including the fees, charges and disbursements of any
                     counsel for the Borrower or the Administrative Agent) incurred by or
                     asserted against the Borrower or the Administrative Agent by any
                     Governmental Authority as a result of the failure by such Lender or
                     such Issuing Bank, as the case may be, to deliver, or as a result of
                     the inaccuracy, inadequacy or deficiency of, any documentation
                     required to be delivered to the Borrower or the Administrative Agent
                     pursuant to Section 2.17(e). Each Lender and each Issuing Bank hereby
                     authorizes the Administrative Agent to set off and apply any and all
                     amounts at any time owing to such Lender or such Issuing Bank, as the
                     case may be, under this Agreement or any other Loan Document against
                     any amount due to the Administrative Agent under this Section 2.17(g).
                  SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
                  (a) The Borrower shall make each payment required to be made by it
                     hereunder (whether of principal, interest, fees or reimbursement of
                     LC Disbursements, or of amounts payable under Section 2.15, 2.16 or
                     2.17, or otherwise) prior to 12:00 noon, New York City time on the
                     date when due, in immediately available funds, without set-off or
                     counterclaim. Any amounts received after such time on any date may,
                     in the discretion of the Administrative Agent, be deemed to have been
                     received on the next succeeding Business Day for purposes of
                     calculating interest thereon. All such payments shall be made to the
                     Administrative Agent at its offices at 270 Park Avenue, New York, New
                     York 10017, except payments to be made directly to an Issuing Bank or
                     Swingline Lender as expressly provided herein and except that
                     payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
                     directly to the Persons entitled thereto. The Administrative Agent
                     shall distribute any such payments
         30
      received by it for the account of any other Person to the appropriate
                     recipient promptly following receipt thereof. If any payment
                     hereunder shall be due on a day that is not a Business Day, the date
                     for payment shall be extended to the next succeeding Business Day,
                     and, in the case of any payment accruing interest, interest thereon
                     shall be payable for the period of such extension. All payments
                     hereunder shall be made in Dollars.
                  (b) If at any time insufficient funds not constituting proceeds of
                     Collateral are received by and available to the Administrative Agent
                     to pay fully all amounts of principal, unreimbursed LC Disbursements,
                     interest and fees then due hereunder, such funds shall be applied (i)
                     first, towards payment of interest and fees then due hereunder,
                     ratably among the parties entitled thereto in accordance with the
                     amounts of interest and fees then due to such parties, and (ii)
                     second, towards payment of principal and unreimbursed LC
                     Disbursements then due hereunder, ratably among the parties entitled
                     thereto in accordance with the amounts of principal and unreimbursed
                     LC Disbursements then due to such parties.
                  (c) If any Lender shall, by exercising any right of set-off or
                     counterclaim or otherwise, obtain payment in respect of any principal
                     of or interest on any of its Loans or participations in LC
                     Disbursements resulting in such Lender receiving payment of a greater
                     proportion of the aggregate amount of its Loans and participations in
                     LC Disbursements and accrued interest thereon than the proportion
                     received by any other Lender, then the Lender receiving such greater
                     proportion shall purchase (for cash at face value) participations in
                     the Loans and participations in LC Disbursements of other Lenders to
                     the extent necessary so that the benefit of all such payments shall
                     be shared by the Lenders ratably in accordance with the aggregate
                     amount of principal of and accrued interest on their respective Loans
                     and participations in LC Disbursements; provided that (i) if any such
                     participations are purchased and all or any portion of the payment
                     giving rise thereto is recovered, such participations shall be
                     rescinded and the purchase price restored to the extent of such
                     recovery, without interest, and (ii) the provisions of this paragraph
                     shall not be construed to apply to any payment made by the Borrower
                     pursuant to and in accordance with the express terms of this
                     Agreement or any payment obtained by a Lender as consideration for
                     the assignment of or sale of a participation in any of its Loans or
                     participations in LC Disbursements to any assignee or participant,
                     other than to the Borrower or any Subsidiary or Affiliate thereof (as
                     to which the provisions of this paragraph shall apply). The Borrower
                     consents to the foregoing and agrees, to the extent it may
                     effectively do so under applicable law, that any Lender acquiring a
                     participation pursuant to the foregoing arrangements may exercise
                     against the Borrower rights of set-off and counterclaim with respect
                     to such participation as fully as if such Lender were a direct
                     creditor of the Borrower in the amount of such participation.
                  (d) Unless the Administrative Agent shall have received notice from
                     the Borrower prior to the date on which any payment is due to the
                     Administrative Agent for the account of the Lenders or the Issuing
                     Banks hereunder that the Borrower will not make such payment, the
                     Administrative Agent may assume that the Borrower has made such
                     payment on such date in accordance herewith and may, in reliance upon
                     such assumption, distribute to the Lenders or the Issuing Banks, as
                     the case may be, the amount due. In such event, if the Borrower has
                     not in fact made such payment, then each of the Lenders or each
                     Issuing Bank, as the case may be, severally agrees to repay to the
                     Administrative Agent forthwith on demand the amount so distributed to
                     such Lender or Issuing Bank with interest thereon, for each day from
                     and including the date such amount is distributed to it to but
                     excluding the date of payment to the Administrative Agent, at the
                     greater of the Federal Funds Effective Rate and a rate determined by
                     the Administrative Agent in accordance with banking industry rules on
                     interbank compensation.
                  (e) Any proceeds of Collateral received by the Administrative Agent
                     (i) not constituting either (A) a specific payment of principal,
                     interest, fees or other sum payable under the Loan Documents (which
                     shall be applied as specified by the Borrower), (B) a mandatory
                     prepayment (which shall be applied in accordance with Section 2.11)
                     or (C) amounts to be applied from the Collection Account when full
                     cash dominion is in effect pursuant to Section 7.3 of the Security
                     Agreement (which shall be applied in accordance with Section
                     2.10(a)(2)) or (ii) after an Event of Default has occurred and is
                     continuing and the Administrative Agent so elects or the Required
                     Lenders so direct, such proceeds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including
                     amounts then due to the Administrative Agent and the Issuing Banks
                     from the Borrower (other than in connection with Banking Services or
                     Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders
                     from the Borrower (other than in connection with Banking Services or
                     Swap Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the
                     Overadvances and Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances and
                     Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred
                     five percent (105%) of the aggregate undrawn face amount of all
                     outstanding Letters of Credit and the aggregate amount of any unpaid
                     LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and Swap Obligations, and ninth, to the payment of any other Secured Obligation due to the
                     Administrative Agent or any Lender by the Borrower. Notwithstanding
                     anything to the contrary contained in this Agreement, unless so
                     directed by the Borrower, or unless a Default is in existence,
                     neither the Administrative Agent nor any Lender shall apply any
                     payment which it receives to any Eurodollar Loan of a Class,
                     except (a) on the expiration date of the Interest Period
         31
      applicable to any such Eurodollar Loan or (b) in the event, and only
                     to the extent, that there are no outstanding ABR Loans of the same
                     Class and, in any such event, the Borrower shall pay the break
                     funding payment required in accordance with Section 2.16. The
                     Administrative Agent and the Lenders shall have the continuing and
                     exclusive right to apply and reverse and reapply any and all such
                     proceeds and payments to any portion of the Secured Obligations.
                  (f) At the election of the Administrative Agent, all payments of
                     principal, interest, LC Disbursements, fees, premiums, reimbursable
                     expenses (including, without limitation, all reimbursement for fees
                     and expenses pursuant to Section 9.03), and other sums payable under
                     the Loan Documents, may be paid from the proceeds of Borrowings made
                     hereunder whether made following a request by the Borrower pursuant
                     to Section 2.03 or a deemed request as provided in this Section or
                     may be deducted from any deposit account of the Borrower maintained
                     with the Administrative Agent. The Borrower hereby irrevocably
                     authorizes (i) the Administrative Agent to make a Borrowing for the
                     purpose of paying each payment of principal, interest and fees as it
                     becomes due hereunder or any other amount due under the Loan
                     Documents and agrees that all such amounts charged shall constitute
                     Loans (including Swingline Loans and Overadvances, but such a
                     Borrowing may only constitute a Protective Advance if it is to
                     reimburse costs, fees and expenses as described in Section 9.03) and
                     that all such Borrowings shall be deemed to have been requested
                     pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the
                     Administrative Agent to charge any deposit account of the Borrower
                     maintained with the Administrative Agent for each payment of
                     principal, interest and fees as it becomes due hereunder or any other
                     amount due under the Loan Documents.
                  (g) If any Lender shall fail to make any payment required to be made
                     by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or
                     9.03(c), then the Administrative Agent may, in its discretion
                     (notwithstanding any contrary provision hereof), (i) apply any
                     amounts thereafter received by the Administrative Agent for the
                     account of such Lender and for the benefit of the Administrative
                     Agent, the Swingline Lender or any Issuing Bank to satisfy such
                     Lender's obligations under such Sections until all such unsatisfied
                     obligations are fully paid and/or (ii) hold any such amounts in a
                     segregated account as cash collateral for, and application to, any
                     future funding obligations of such Lender under such Sections; in the
                     case of each of (i) and (ii) above, in any order as determined by the
                     Administrative Agent in its discretion.
                  SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a)   If any Lender requests compensation under Section 2.15, or
                     if the Borrower is required to pay any additional amount to any
                     Lender or any Governmental Authority for the account of any Lender
                     pursuant to Section 2.17, then to the extent requested by the
                     Borrower and subject to the Borrower's payment obligations under the
                     next sentence, such Lender shall use reasonable efforts to designate
                     a different lending office for funding or booking its Loans hereunder
                     or to assign its rights and obligations hereunder to another of its
                     offices, branches or affiliates, if, in the judgment of such Lender,
                     such designation or assignment (i) would eliminate or reduce amounts
                     payable pursuant to Section 2.15 or 2.17, as the case may be, in the
                     future and (ii) would not subject such Lender to any unreimbursed
                     cost or expense and would not otherwise be disadvantageous to such
                     Lender. The Borrower hereby agrees to pay all reasonable costs and
                     expenses incurred by any Lender in connection with any such
                     designation or assignment to the extent such costs and expenses have
                     been approved in advance by the Borrower.
                  (b) If any Lender requests compensation under Section 2.15, or if the
                     Borrower is required to pay any additional amount to any Lender or
                     any Governmental Authority for the account of any Lender pursuant to
                     Section 2.17, or if any Lender becomes a Defaulting Lender, then the
                     Borrower may, at its sole expense and effort, upon notice to such
                     Lender and the Administrative Agent, require such Lender to assign
                     and delegate, without recourse (in accordance with and subject to the
                     restrictions contained in Section 9.04), all its interests, rights
                     and obligations under the Loan Documents to an assignee that shall
                     assume such obligations (which assignee may be another Lender, if a
                     Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent
                     of the Administrative Agent, which consent shall not unreasonably be
                     withheld, (ii) such Lender shall have received payment of an amount
                     equal to the outstanding principal of its Loans and participations in
                     LC Disbursements and Swingline Loans, accrued interest thereon,
                     accrued fees and all other amounts payable to it hereunder, from the
                     assignee (to the extent of such outstanding principal and accrued
                     interest and fees) or the Borrower (in the case of all other amounts)
                     and (iii) in the case of any such assignment resulting from a claim
                     for compensation under Section 2.15 or payments required to be made
                     pursuant to Section 2.17, such assignment will result in a reduction
                     in such compensation or payments. A Lender shall not be required to
                     make any such assignment and delegation if, prior thereto, as a
                     result of a waiver by such Lender or otherwise, the circumstances
                     entitling the Borrower to require such assignment and delegation
                     cease to apply.
                  (c) If, in connection with any proposed amendment, waiver or consent
                     requiring the consent of "each Lender" or "each Lender affected
                     thereby," the consent of the Required Lenders is obtained, but the
                     consent of other necessary Lenders is not obtained (any such Lender
                     whose consent is necessary but not obtained being referred to herein
                     as a "Non-Consenting Lender"), then the Borrower may elect to replace a Non-Consenting Lender as
                     a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other
                     entity which is reasonably satisfactory to the Borrower and the
                     Administrative Agent shall agree, as of such date, to purchase for
                     cash the Loans and other Obligations due to the Non-Consenting Lender
                     pursuant to an Assignment and Assumption and to become a Lender for
                     all purposes under this
         32
      Agreement and to assume all obligations of the Non-Consenting Lender
                     to be terminated as of such date and to comply with the requirements
                     of clause (b) of Section 9.04, and (ii) the Borrower shall pay to
                     such Non-Consenting Lender in same day funds on the day of such
                     replacement (1) all interest, fees and other amounts then accrued but
                     unpaid to such Non-Consenting Lender by the Borrower hereunder to and
                     including the date of termination, including without limitation
                     payments due to such Non-Consenting Lender under Sections 2.15 and
                     2.17, and (2) an amount, if any, equal to the payment which would
                     have been due to such Lender on the day of such replacement under
                     Section 2.16 had the Loans of such Non-Consenting Lender been prepaid
                     on such date rather than sold to the replacement Lender.
                  SECTION 2.20. Expansion Option. The Borrower may from time to time elect to increase the
                     Commitments in minimum increments of $10,000,000 so long as, after
                     giving effect thereto, the aggregate amount of the Commitments does
                     not exceed $85,000,000. The Borrower may arrange for any such
                     increase to be provided by one or more Lenders (each Lender so
                     agreeing to an increase in its Commitment, an "Increasing Lender"), or by one or more new banks, financial institutions or other
                     entities (each such new bank, financial institution or other entity,
                     an "Augmenting Lender"), to increase their existing Commitments, or extend Commitments, as
                     the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of
                     the Borrower and the Administrative Agent and (ii) (x) in the case of
                     an Increasing Lender, the Borrower and such Increasing Lender execute
                     an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower
                     and such Augmenting Lender execute an agreement substantially in the
                     form of Exhibit D hereto. Increases and new Commitments created pursuant to this
                     Section 2.20 shall become effective on the date agreed by the
                     Borrower, the Administrative Agent and the relevant Increasing
                     Lenders or Augmenting Lenders and the Administrative Agent shall
                     notify each Lender thereof. Notwithstanding the
                     foregoing, no increase in the Commitments (or in the Commitment of
                     any Lender), shall become effective under this paragraph unless, (i)
                     on the proposed date of the effectiveness of such increase, the
                     conditions set forth in paragraphs (a) and (b) of Section 4.02 shall
                     be satisfied or waived by the Required Lenders and the Administrative
                     Agent shall have received a certificate to that effect dated such
                     date and executed by a Financial Officer of the Borrower, (ii) the
                     Administrative Agent shall have received documents consistent with
                     those delivered on the Effective Date as to the corporate power and
                     authority of the Borrower to borrow hereunder after giving effect to
                     such increase and (iii) the Borrower and its Subsidiaries shall be in
                     compliance, calculated on a pro forma basis reasonably acceptable to
                     the Administrative Agent, with the covenant contained in Section
                     6.11. On the effective date of any increase in the Commitments, (i)
                     each relevant Increasing Lender and Augmenting Lender shall make
                     available to the Administrative Agent such amounts in immediately
                     available funds as the Administrative Agent shall determine, for the
                     benefit of the other Lenders, as being required in order to cause,
                     after giving effect to such increase and the use of such amounts to
                     make payments to such other Lenders, each Lender's portion of the
                     outstanding Revolving Loans of all the Lenders to equal its
                     Applicable Percentage of such outstanding Revolving Loans, and (ii)
                     the Borrower shall be deemed to have repaid and reborrowed all
                     outstanding Revolving Loans as of the date of any increase in the
                     Commitments (with such reborrowing to consist of the Types of
                     Revolving Loans, with related Interest Periods if applicable,
                     specified in a notice delivered by the Borrower in accordance with
                     the requirements of Section 2.03). The deemed payments made pursuant
                     to clause (ii) of the immediately preceding sentence shall be
                     accompanied by payment of all accrued interest on the amount prepaid
                     and, in respect of each Eurodollar Loan, shall be subject to
                     indemnification by the Borrower pursuant to the provisions of Section
                     2.16 if the deemed payment occurs other than on the last day of the
                     related Interest Periods.
                  SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if
                     any Lender becomes a Defaulting Lender, then the following provisions
                     shall apply for so long as such Lender is a Defaulting Lender:
                  (a) if any Swingline Exposure or LC Exposure exists at the time a
                     Lender is a Defaulting Lender, the Borrower shall within one (1)
                     Business Day following notice by the Administrative Agent (i) prepay
                     such Swingline Exposure or, if agreed by the Swingline Lender, cash
                     collateralize the Swingline Exposure of the Defaulting Lender on
                     terms satisfactory to the Swingline Lender and (ii) cash
                     collateralize such Defaulting Lender's LC Exposure in accordance with
                     the procedures set forth in Section 2.06(j) for so long as such LC
                     Exposure is outstanding; and
                  (b) the Swingline Lender shall not be required to fund any Swingline
                     Loan and no Issuing Bank shall be required to issue, amend or
                     increase any Letter of Credit unless it is satisfied that cash
                     collateral will be provided by the Borrower in accordance with
                     Section 2.21(a).
                  SECTION 2.22. Returned Payments. If after receipt of any payment which is applied to the payment of
                     all or any part of the Obligations, the Administrative Agent or any
                     Lender is for any reason compelled to surrender such payment or
                     proceeds to any Person because such payment or application of
                     proceeds is invalidated, declared fraudulent, set aside, determined
                     to be void or voidable as a preference, impermissible setoff, or a
                     diversion of trust funds, or for any other reason, then the
                     Obligations or part thereof intended to be satisfied shall be revived
                     and continued and this Agreement shall continue in full force as if
                     such payment or proceeds had not been received by the Administrative
                     Agent or such Lender. The provisions of this Section 2.22
         33
      shall be and remain effective notwithstanding any contrary action
                     which may have been taken by the Administrative Agent or any Lender
                     in reliance upon such payment or application of proceeds. The
                     provisions of this Section 2.22 shall survive the termination of this
                     Agreement.
                  SECTION 2.23. Senior Debt. The Borrower hereby designates all Secured Obligations now or
                     hereinafter incurred or otherwise outstanding, and agrees that the
                     Secured Obligations shall at all times constitute, senior
                     indebtedness and designated senior indebtedness, or terms of similar
                     import, which are entitled to the benefits of the subordination
                     provisions of all Subordinated Indebtedness.
                  ARTICLE III
                  
                  Representations and Warranties
                  The Borrower represents and warrants to the Lenders that:
                  SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is duly organized,
                     validly existing and in good standing under the laws of the
                     jurisdiction of its organization, has all requisite power and
                     authority to carry on its business as now conducted and, except where
                     the failure to do so, individually or in the aggregate, could not
                     reasonably be expected to result in a Material Adverse Effect, is
                     qualified to do business in, and is in good standing in, every
                     jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each
                     Subsidiary (and notes whether any Foreign Subsidiary is a Material
                     Foreign Subsidiary), the jurisdiction of its incorporation or
                     organization, as the case may be, the percentage of issued and
                     outstanding shares of each class of its capital stock or other equity
                     interests owned by the Borrower and the other Subsidiaries and, if
                     such percentage is not 100% (excluding directors' qualifying shares
                     as required by law), a description of each class issued and
                     outstanding. All of the outstanding shares of capital stock and other
                     equity interests of each Subsidiary are validly issued and
                     outstanding and fully paid and nonassessable and all such shares and
                     other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned,
                     beneficially and of record, by the Borrower or any Subsidiary free
                     and clear of all Liens. There are no outstanding commitments or other
                     obligations of the Borrower or any Subsidiary to issue, and no
                     options, warrants or other rights of any Person to acquire, any
                     shares of any class of capital stock or other equity interests of the
                     Borrower or any Subsidiary.
                  SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower's corporate powers and
                     have been duly authorized by all necessary corporate and, if
                     required, stockholder action. The Restatement Amendment has been duly
                     executed and delivered by the Borrower and constitutes a legal, valid
                     and binding obligation of the Borrower, enforceable in accordance
                     with its terms, subject to applicable bankruptcy, insolvency,
                     reorganization, moratorium or other laws affecting creditors' rights
                     generally and subject to general principles of equity, regardless of
                     whether considered in a proceeding in equity or at law.
                  SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,
                     registration or filing with, or any other action by, any Governmental
                     Authority, except such as have been obtained or made and are in full
                     force and effect, (b) will not violate any applicable law or
                     regulation or the charter, by-laws or other organizational documents
                     of the Borrower or any of its Subsidiaries or any order of any
                     Governmental Authority, (c) will not violate or result in a default
                     under any indenture, material agreement or other material instrument
                     binding upon the Borrower or any of its Subsidiaries or its assets,
                     or give rise to a right thereunder to require any payment to be made
                     by the Borrower or any of its Subsidiaries, and (d) will not result
                     in the creation or imposition of any Lien on any asset of the
                     Borrower or any of its Subsidiaries, except Liens created pursuant to
                     the Loan Documents.
                  SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its
                     consolidated balance sheet and statements of income,
                     stockholders equity and cash flows (i) as of and for the fiscal year
                     ended December 31, 2008 reported on by Ernst & Young LLP, independent
                     public accountants, and (ii) as of and for the fiscal quarter and the
                     portion of the fiscal year ended March 31, 2009, certified by its
                     chief financial officer. Such financial statements present fairly, in
                     all material respects, the financial position and results of
                     operations and cash flows of the Borrower and its consolidated
                     Subsidiaries as of such dates and for such periods in accordance with
                     GAAP, subject to year-end audit adjustments and the absence of
                     footnotes in the case of the statements referred to in clause
                     (ii) above.
                  (b) Since December 31, 2008, there has been no material adverse
                     change in the business, assets, operations or condition, financial or
                     otherwise, of the Borrower and its Subsidiaries, taken as a whole.
                  SECTION 3.05. Properties.  (a) Each of the Borrower and its Subsidiaries has good title to,
                     or valid leasehold interests in, all its real and personal property
                     material to its business, 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 for their intended purposes.
                     There are no Liens on any of the real or personal properties of the
                     Borrower or any Subsidiary except for Liens permitted by Section 6.02.
         34
      (b) Each of the Borrower and its Subsidiaries owns, or is licensed to
                     use, all trademarks, tradenames, copyrights, patents and other
                     intellectual property material to its business, and to the knowledge
                     of the Borrower the use thereof by the Borrower and its Subsidiaries
                     does not infringe upon the rights of any other Person, except for any
                     such infringements that, individually or in the aggregate, could not
                     reasonably be expected to result in a Material Adverse Effect.
                  SECTION 3.06. Litigation and Environmental Matters.  (a) There are no actions, suits, proceedings or investigations by
                     or before any arbitrator or Governmental Authority pending against
                     or, to the knowledge of the Borrower, threatened against or affecting
                     the Borrower or any of its Subsidiaries (i) as to which there is a
                     reasonable possibility of an adverse determination and that, if
                     adversely determined, could reasonably be expected, individually or
                     in the aggregate, to result in a Material Adverse Effect (other than
                     the Disclosed Matters) or (ii) that involve this Agreement or the
                     Transactions. There are no labor controversies pending against or, to
                     the knowledge of the Borrower, threatened against or affecting the
                     Borrower or any of its Subsidiaries (i) which could reasonably be
                     expected, individually or in the aggregate, to result in a Material
                     Adverse Effect, or (ii) that involve this Agreement or the
                     Transactions.
                  (b) Except for the Disclosed Matters and except with respect to any
                     other matters that, individually or in the aggregate, could not
                     reasonably be expected to result in a Material Adverse Effect,
                     neither the Borrower nor any of its Subsidiaries (i) has failed to
                     comply with any Environmental Law or to obtain, maintain or comply
                     with any permit, license or other approval required under any
                     Environmental Law, (ii) has become to the knowledge of the Borrower
                     subject to any Environmental Liability, (iii) has received notice of
                     any claim with respect to any Environmental Liability or (iv) knows
                     of any basis for any Environmental Liability.
                  (c) Since the date of this Agreement, there has been no change in the
                     status of the Disclosed Matters that, individually or in the
                     aggregate, has resulted in, or materially increased the likelihood
                     of, a Material Adverse Effect. Neither the Borrower nor any
                     Subsidiary is party or subject to any law, regulation, rule or order,
                     or any obligation under any agreement or instrument, that has a
                     Material Adverse Effect.
                  SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all
                     laws, regulations and orders of any Governmental Authority
                     applicable to it or its property and all indentures, agreements and
                     other instruments binding upon it or its property, except where the
                     failure to do so, individually or in the aggregate, could not
                     reasonably be expected to result in a Material Adverse Effect.
                  SECTION 3.08. Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries is an "investment
                     company" as defined in, or subject to regulation under, the
                     Investment Company Act of 1940.
                  SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or
                     caused to be filed all Tax returns and reports required to have been
                     filed and has paid or caused to be paid all Taxes required to have
                     been paid by it, except (a) Taxes that are being contested in good
                     faith by appropriate proceedings and for which the Borrower or such
                     Subsidiary, as applicable, has set aside on its books adequate
                     reserves or (b) to the extent that the failure to do so could not
                     reasonably be expected to result in a Material Adverse Effect. No tax
                     liens have been filed and no claims are being asserted with respect
                     to any such taxes.
                  SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
                     that, when taken together with all other such ERISA Events for which
                     liability is reasonably expected to occur, could reasonably be
                     expected to result in a Material Adverse Effect.
                  SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all agreements,
                     instruments and corporate or other restrictions to which it or any of
                     its Subsidiaries is subject, and all other matters known to it, that,
                     individually or in the aggregate, could reasonably be expected to
                     result in a Material Adverse Effect. Neither the Information
                     Memorandum nor any of the other reports, financial statements,
                     certificates or other information furnished by or on behalf of the
                     Borrower to the Administrative Agent or any Lender in connection with
                     the negotiation of any Loan Document or delivered thereunder (as
                     modified or supplemented by other information so furnished) contains
                     any material misstatement of fact or omits to state any material fact
                     necessary to make the statements therein, in the light of the
                     circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other
                     forward-looking statements, the Borrower represents only that such
                     information was prepared in good faith based upon assumptions
                     believed to be reasonable at the time.
                  SECTION 3.12. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will be used,
                     whether directly or indirectly, for any purpose that entails a
                     violation of any of the Regulations of the Board, including
                     Regulations T, U and X.
                  SECTION 3.13. Liens. There are no Liens on any of the real or personal properties of the
                     Borrower or any Subsidiary except for Liens permitted by Section 6.02.
         35
      SECTION 3.14. No Default. The Borrower is in full compliance with this Agreement and no
                     Default or Event of Default has occurred and is continuing.
                  SECTION 3.15. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents
                     create legal and valid Liens on all the Collateral in favor of the
                     Administrative Agent, for the benefit of the Administrative Agent and
                     the Lenders, and, assuming the proper filing of appropriately
                     completed financial statements in the appropriate filing offices,
                     such Liens constitute perfected and continuing Liens on the
                     Collateral, securing the Secured Obligations, enforceable against the
                     applicable Loan Party and all third parties, and having priority over
                     all other Liens on the Collateral except in the case of (a) Permitted
                     Encumbrances, to the extent any such Permitted Encumbrances would
                     have priority over the Liens in favor of the Administrative Agent
                     pursuant to any applicable law and (b)
                     Liens perfected only by possession (including possession of any
                     certificate of title) to the extent the Administrative Agent has not
                     obtained or does not maintain possession of such Collateral.
                  SECTION 3.16. Common Enterprise. The successful operation and condition of each of the Loan Parties
                     is dependent on the continued successful performance of the functions
                     of the group of the Loan Parties as a whole and the successful
                     operation of each of the Loan Parties is dependent on the successful
                     performance and operation of each other Loan Party. The Borrower
                     expects each Loan Party to derive benefit (and its board of directors
                     or other governing body has determined that it may reasonably be
                     expected to derive benefit), directly and indirectly, from (i)
                     successful operations of each of the other Loan Parties and (ii) the
                     credit extended by the Lenders to the Borrower hereunder. The
                     Borrower has determined that execution, delivery, and performance of
                     the Loan Documents to be executed by each Loan Party is within its
                     purpose, will be of direct and indirect benefit to such Loan Party,
                     and is in its best interest.
                  SECTION 3.17. Credit Card Processors. As of the Effective Date, Schedule 3.17 lists all Credit Card Processors that provide the Borrower or any
                     Subsidiary with credit card processing services, and such Schedule
                     correctly identifies the name and address of each Credit Card
                     Processor, and the name in which such services are provided. True and
                     complete copies of each agreement listed on Schedule 3.17 have been delivered to the Administrative Agent, together with all
                     amendments, waivers and other modifications thereto. All such
                     agreements are valid, subsisting, in full force and effect, are
                     currently binding upon the Borrower and each Subsidiary that is a
                     party thereto and binding upon the other parties thereto in
                     accordance with their terms. The Borrower and its Subsidiaries are in
                     compliance in all material respects under such agreements.
                  ARTICLE IV
                  Conditions
                  SECTION 4.01. Effective Date. This Agreement shall not become effective until the date on which
                     each of the following conditions is satisfied (or waived in
                     accordance with Section 9.02):


                  (a) The Administrative Agent (or its counsel) shall have
                              received from (i) each of the Borrower and the "Required Lenders"
                              under the Existing Credit Agreement either (A) a counterpart of the
                              Restatement Amendment signed on behalf of such party or (B) written
                              evidence satisfactory to the Administrative Agent (which may include
                              telecopy or electronic transmission of a signed signature page of the
                              Restatement Amendment) that such party has signed a counterpart of
                              the Restatement Amendment and (ii) each initial Subsidiary Guarantor
                              either (A) a counterpart of the Subsidiary Guaranty signed on behalf
                              of such Subsidiary Guarantor or (B) written evidence satisfactory to
                              the Administrative Agent (which may include telecopy or electronic
                              transmission of a signed signature page of the Subsidiary Guaranty)
                              that such Subsidiary Guarantor has signed a counterpart of the
                              Subsidiary Guaranty.

                  (b) The Administrative Agent shall have received a favorable
                              written opinion (addressed to the Administrative Agent and the
                              Lenders and dated the Effective Date) of (i) Reitler Brown &
                              Rosenblatt LLC and Dickstein Shapiro LLP, special counsels for the
                              Loan Parties and (ii) Michael F. Colosi, General Counsel of the Loan
                              Parties, substantially in the forms of Exhibits B-1 and B-2 respectively, and covering such other matters relating to the Loan
                              Parties, the Loan Documents or the Transactions as the Required
                              Lenders shall reasonably request. The Borrower hereby requests such
                              counsel to deliver such opinion.

                  (c) [Intentionally Omitted].

                  (d) The Administrative Agent shall have received duly executed
                              copies of the other Loan Documents and such documents and
                              certificates as the Administrative Agent or its counsel may
                              reasonably request in connection with the Loan Documents and the
                              Transactions, all in form and substance satisfactory to the
                              Administrative Agent and its counsel and as further described in the
                              list of closing documents attached as Exhibit E.
         36
      (e) [Intentionally Omitted].

                  (f) [Intentionally Omitted].


                  (g) The Administrative Agent shall have received evidence
                           reasonably satisfactory to it that all governmental and third party
                           approvals necessary or, in the discretion of the Administrative
                           Agent, advisable in connection with the Transactions have been
                           obtained and are in full force and effect.

                  (h) The Administrative Agent shall have received all fees and
                           other amounts due and payable on or prior to the Effective Date,
                           including, to the extent invoiced, reimbursement or payment of all
                           reasonable expenses required to be reimbursed or paid by the Borrower
                           hereunder.

                  (i) The Administrative Agent shall have received a notice
                           setting forth the deposit account of the Borrower (the "Funding Account") to which the Administrative Agent is authorized by the Borrower to
                           transfer the proceeds of any Borrowings requested or authorized
                           pursuant to this Agreement.

                  (j) The Administrative Agent shall have received a Borrowing
                           Base Certificate which calculates the Borrowing Base as of the end of
                           the month immediately preceding the Effective Date.

                  (k) After giving effect to all Borrowings to be made on the
                           Effective Date and the issuance of any Letters of Credit on the
                           Effective Date and payment of all fees and expenses due hereunder,
                           and with all of the Loan Parties' indebtedness, liabilities, and
                           obligations current, Availability shall not be less than $15,000,000.


                  
                  The Administrative Agent shall notify the Borrower and the Lenders of
                     the Effective Date, and such notice shall be conclusive and binding.
                     Notwithstanding the foregoing, the obligations of the Lenders to make
                     Loans and of the Issuing Banks to issue Letters of Credit hereunder
                     shall not become effective unless each of the foregoing conditions is
                     satisfied (or waived pursuant to Section 9.02) at or prior to 3:00
                     p.m., New York City time, on the Effective Date (and, in the event
                     such conditions are not so satisfied or waived, the Commitments shall
                     terminate at such time).
                  SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any
                     Borrowing (other than the conversion or continuation of any Loan),
                     and of any Issuing Bank to issue, amend, renew or extend any Letter
                     of Credit, is subject to the satisfaction of the following conditions:




(a) The representations and warranties of the Borrower set
                              forth in this Agreement shall be true and correct on and as of the
                              date of such Borrowing or the date of issuance, amendment, renewal or
                              extension of such Letter of Credit, as applicable.(b) At the time of and immediately after giving effect to such
                              Borrowing or the issuance, amendment, renewal or extension of such
                              Letter of Credit, as applicable, no Default shall have occurred and
                              be continuing.(c) After giving effect to any Borrowing or the issuance of any
                              Letter of Credit, Availability is not less than zero.
                  Each Borrowing (other than the conversion or continuation of any
                     Loan) and each issuance, amendment, renewal or extension of a Letter
                     of Credit shall be deemed to constitute a representation and warranty
                     by the Borrower on the date thereof as to the matters specified in
                     paragraphs (a), (b) and (c) of this Section. Notwithstanding the
                     failure to satisfy the conditions precedent set forth in
                     paragraphs (a) or (b) of this Section, unless otherwise directed by
                     the Required Lenders, the Administrative Agent may, but shall have no
                     obligation to, continue to make Loans and an Issuing Bank may, but
                     shall have no obligation to, issue or cause to be issued any Letter
                     of Credit for the ratable account and risk of Lenders from time to
                     time if the Administrative Agent believes that making such Loans or
                     issuing or causing to be issued any such Letter of Credit is in the
                     best interests of the Lenders.
         37
      ARTICLE V
                  
                  Affirmative Covenants
                  Until the Commitments have expired or been terminated and the
                     principal of and interest on each Loan and all fees payable hereunder
                     shall have been paid in full and all Letters of Credit shall have
                     expired or terminated and all LC Disbursements shall have been
                     reimbursed, the Borrower covenants and agrees with the Lenders that:
                  SECTION 5.01. Financial Statements; Borrowing Base and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:
                  (a) within ninety (90) days after the end of each fiscal year
                              of the Borrower, its audited consolidated balance sheet and related
                              statements of operations, stockholders' equity and cash flows as of
                              the end of and for such year, setting forth in each case in
                              comparative form the figures for the previous fiscal year, all
                              reported on by Ernst & Young LLP or other independent public
                              accountants of recognized national standing (without a "going
                              concern" or like qualification or exception and without any
                              qualification or exception as to the scope of such audit) to the
                              effect that such consolidated financial statements present fairly in
                              all material respects the financial condition and results of
                              operations of the Borrower and its consolidated Subsidiaries on a
                              consolidated basis in accordance with GAAP consistently applied;(b) (i) within forty-five (45) days after the end of each of
                              the first three fiscal quarters of each fiscal year of the Borrower,
                              its consolidated balance sheet and related statements of operations,
                              stockholders' equity and cash flows as of the end of and for such
                              fiscal quarter and the then elapsed portion of the fiscal year,
                              setting forth in each case in comparative form the figures for the
                              corresponding period or periods of (or, in the case of the balance
                              sheet, as of the end of) the previous fiscal year, all certified by
                              one of its Financial Officers as presenting fairly in all material
                              respects the financial condition and results of operations of the
                              Borrower and its consolidated Subsidiaries on a consolidated basis in
                              accordance with GAAP consistently applied, subject to normal year-end
                              audit adjustments and the absence of footnotes and (ii) if and so
                              long
                              as the Availability Trigger is in effect, within thirty (30) days
                              after the end of each fiscal month of the Borrower, its consolidated
                              balance sheet and related statements of operations, stockholders'
                              equity and cash flows as of the end of and for such fiscal month and
                              the then elapsed portion of the fiscal year, setting forth in each
                              case in comparative form the figures for the corresponding period or
                              periods of (or, in the case of the balance sheet, as of the end of)
                              the previous fiscal year, all certified by one of its Financial
                              Officers as presenting fairly in all material respects the financial
                              condition and results of operations of the Borrower and its
                              consolidated Subsidiaries on a consolidated basis in accordance with
                              GAAP consistently applied, subject to normal year-end audit
                              adjustments and the absence of footnotes;(c) concurrently with any delivery of financial statements
                              under clause (a) or (b) above, a certificate of a Financial Officer
                              of the Borrower (i) certifying, in the case of the financial
                              statements delivered under clause (b), as presenting fairly in all
                              material respects the financial condition and results of operations
                              of the Borrower and its Consolidated Subsidiaries on a consolidated
                              basis in accordance with GAAP consistently applied, subject to normal
                              year-end audit adjustments and the absence of footnotes, (ii)
                              certifying as to whether a Default has occurred and, if a Default has
                              occurred, specifying the details thereof and any action taken or
                              proposed to be taken with respect thereto, (iii) setting forth
                              reasonably detailed calculations demonstrating compliance with
                              Sections 6.01, 6.03 and 6.11 and (iv) stating whether any change in
                              GAAP or in the application thereof has occurred since the date of the
                              audited financial statements referred to in Section 3.04 and, if any
                              such change has occurred, specifying the effect of such change on the
                              financial statements accompanying such certificate;(d) promptly after the same become publicly available, copies
                              of all periodic and other reports, proxy statements and other
                              materials filed by the Borrower or any Subsidiary with the Securities
                              and Exchange Commission, or any Governmental Authority succeeding to
                              any or all of the functions of said Commission, or with any national
                              securities exchange, or distributed by the Borrower to its
                              shareholders generally, as the case may be;(e) as soon as available, but in any event not more than 30
                              days prior to the end of each fiscal year of the Borrower, a copy of
                              the plan and forecast (including a projected consolidated and
                              consolidating balance sheet, income statement and funds flow
                              statement) of the Borrower for each month of the upcoming fiscal year
                              (the "Projections") in form reasonably satisfactory to the Administrative Agent in
                              form reasonably satisfactory to the Administrative Agent;
         38
      (f) as soon as available but in any event within twenty (20)
                           days of the end of each calendar month (or within three (3) days of
                           the end of each calendar week if and so long as the Availability
                           Trigger is in effect), and at such other times as may be reasonably
                           requested by the Administrative Agent, as of the period then ended, a
                           Borrowing Base Certificate and supporting information in connection
                           therewith, together with any additional reports with respect to the
                           Borrowing Base as the Administrative Agent may reasonably request;(g) as soon as available but in any event within twenty (20)
                           days of the end of each calendar month (or within three (3) days of
                           the end of each calendar week if and so long as the Availability
                           Trigger is in effect), and at such other times as may be reasonably
                           requested by the Administrative Agent, as of the period then ended,
                           all delivered electronically in a text formatted file acceptable to
                           the Administrative Agent:(i) a detailed aging of each Loan Party's Accounts (including,
                           without limitation, Credit Card Account Receivables) (1) including
                           all invoices aged by invoice date and due date (with an explanation
                           of the terms offered) and (2) reconciled to the Borrowing Base
                           Certificate delivered
                           as of such date prepared in a manner reasonably acceptable to the
                           Administrative Agent, together with a summary specifying the name,
                           address, and balance due for each Account Debtor;(ii) a schedule detailing the each Loan Party's Inventory, in
                           form satisfactory to the Administrative Agent, (1) by location
                           (showing Inventory in transit, any Inventory located with a third
                           party under any consignment, bailee arrangement, or warehouse
                           agreement), by class (raw material, work-in-process and finished
                           goods), by product type, and by volume on hand, which Inventory shall
                           be valued at the lower of cost (determined on a first-in, first-out
                           basis) or market and adjusted for Reserves as the Administrative
                           Agent has previously indicated to the Borrower are deemed by the
                           Administrative Agent to be appropriate, (2) including a report of any
                           variances or other results of Inventory counts performed by such Loan
                           Party since the last Inventory schedule (including information
                           regarding sales or other reductions, additions, returns, credits
                           issued by such Loan Party and complaints and claims made against such
                           Loan Party), and (3) reconciled to the Borrowing Base Certificate
                           delivered as of such date;(iii) a worksheet of calculations prepared by each Loan Party
                           to determine Eligible Accounts, Eligible Credit Card Account
                           Receivables and Eligible Inventory, such worksheets detailing the
                           Accounts, Credit Card Account Receivables and Inventory excluded from
                           Eligible Accounts, Eligible Credit Card Account Receivables and
                           Eligible Inventory and the reason for such exclusion;(iv) a reconciliation of each Loan Party's Accounts, Credit
                           Card Account Receivables and Inventory between the amounts shown in
                           such Loan Party's general ledger and financial statements and the
                           reports delivered pursuant to clauses (i) and (ii) above; and(v) a reconciliation of the loan balance per each Loan Party's
                           general ledger to the loan balance under this Agreement;(h) as soon as available but in any event within twenty (20)
                           days of the end of each calendar month (or within three (3) days of
                           the end of each calendar week if and so long as the Availability
                           Trigger is in effect), and at such other times as may be requested by
                           the Administrative Agent, as of the month then ended, a schedule and
                           aging of each Loan Party's accounts payable, delivered electronically
                           in a text formatted file acceptable to the Administrative Agent;(i) promptly upon the Administrative Agent's reasonable request:(i) copies of invoices in connection with the invoices
                           issued by each Loan Party in connection with any Accounts (including,
                           without limitation, Credit Card Account Receivables), credit memos,
                           shipping and delivery documents, and other information related
                           thereto;(ii) copies of purchase orders, invoices, and shipping
                           and delivery documents in connection with any Inventory or equipment
                           purchased by any Loan Party; and(iii) a schedule detailing the balance of all
                           intercompany accounts of the Loan Parties;
         39
      (j) to the extent requested by the Administrative Agent, copies
                           of all tax returns filed by any Loan Party with the U.S. Internal
                           Revenue Service; and(k) promptly following any request therefor, such other
                           information regarding the operations, business affairs and financial
                           condition of the Borrower or any Subsidiary, or compliance with the
                           terms of this Agreement, as the Administrative Agent or any Lender
                           may reasonably request.
                  SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each
                     Lender prompt written notice of the following:






(a) the occurrence of any Default;(b) the filing or commencement of any action, suit or
                              proceeding by or before any arbitrator or Governmental Authority
                              against or affecting the Borrower or any Affiliate thereof that, if
                              adversely determined, could reasonably be expected to result in a
                              Material Adverse Effect;(c) the occurrence of any ERISA Event that, alone or together
                              with any other ERISA Events that have occurred, could reasonably be
                              expected to result in a Material Adverse Effect;(d) any Lien (other than Permitted Encumbrances) or claim made
                              or asserted against any of the Collateral;(e) any loss, damage, or destruction to the Collateral in the
                              amount of $2,500,000 or more, whether or not covered by insurance;(f) any and all default notices received under or with respect
                              to any leased location or public warehouse where Collateral is
                              located (which shall be delivered within two (2) Business Days after
                              receipt thereof);(g) any other development that results in, or could reasonably
                              be expected to result in, a Material Adverse Effect.Each notice delivered under this Section shall be accompanied by a
                     statement of a Financial Officer or other executive officer of the
                     Borrower setting forth the details of the event or development
                     requiring such notice and any action taken or proposed to be taken
                     with respect thereto.
                  SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do
                     or cause to be done all things necessary to preserve, renew and keep
                     in full force and effect its legal existence and the rights,
                     licenses, permits, privileges and franchises material to the conduct
                     of its business; provided that the foregoing shall not prohibit any merger, consolidation,
                     liquidation or dissolution permitted under Section 6.03.
                  SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay
                     its obligations, including Tax liabilities, that, if not paid, could
                     result in a Material Adverse Effect before the same shall become
                     delinquent or in default, except where (a) the validity or amount
                     thereof is being contested in good faith by appropriate
                     proceedings, (b) the Borrower or such Subsidiary has set aside on its
                     books adequate reserves with respect thereto in accordance with GAAP
                     and (c) the failure to make payment pending such contest could not
                     reasonably be expected to result in a Material Adverse Effect.
                  SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a)
                     keep and maintain all property material to the conduct of its
                     business in good working order and condition, ordinary wear and tear
                     excepted, and (b) maintain with financially
                     sound and reputable carriers having a financial strength rating of at
                     least A- by A.M. Best Company (i) insurance in such amounts (with no
                     greater risk retention) and against such risks (including loss or
                     damage by fire and loss in transit; theft, burglary, pilferage,
                     larceny, embezzlement, and other criminal activities; business
                     interruption; and general liability) and such other hazards, as is
                     customarily maintained by companies of established repute engaged in
                     the same or similar businesses operating in the same or similar
                     locations and (ii) all insurance required pursuant to the Collateral
                     Documents. The Borrower will furnish to the Lenders, upon request of
                     the Administrative Agent, information in reasonable detail as to the
                     insurance so maintained.
                  SECTION 5.06. Books and Records; Inspection Rights. Without limiting Section 5.11 hereof, the Borrower will, and will
                     cause each of its Subsidiaries to, keep proper books of record and
                     account in which full, true and correct entries are made of all
                     dealings and transactions in relation to its business and activities.
                     The Borrower will, and will cause each of its Subsidiaries to, permit
                     any representatives designated by the Administrative Agent or any
                     Lender, upon reasonable prior notice, to visit and
         40
      inspect its properties, to examine and make extracts from its books
                     and records, and to discuss its affairs, finances and condition with
                     its officers and independent accountants, all at such reasonable
                     times and as often as reasonably requested. The Borrower acknowledges
                     that the Administrative Agent, after exercising its rights of
                     inspection, may prepare and distribute to the Lenders certain Reports
                     pertaining to the Loan Parties' assets for internal use by the
                     Administrative Agent and the Lenders.
                  SECTION 5.07. Compliance with Laws; Compliance with Agreements. The Borrower will, and will cause each of its Subsidiaries to, (i)
                     comply with all laws, rules, regulations and orders of any
                     Governmental Authority applicable to it or its property (including
                     without limitation Environmental Laws) and (ii) perform in all
                     material respects its obligations under material agreements to which
                     it is a party, in each case except where the failure to do so,
                     individually or in the aggregate, could not reasonably be expected to
                     result in a Material Adverse Effect.
                  SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to finance the working
                     capital needs, and for general corporate purposes, including
                     Permitted Acquisitions of the Borrower and its Subsidiaries. No part
                     of the proceeds of any Loan will be used, whether directly or
                     indirectly, for any purpose that entails a violation of any of the
                     regulations of the Board, including Regulations T, U and X.
                  SECTION 5.09. Subsidiary Guaranty.  (a) As promptly as possible but in any event within thirty (30)
                     days (or such later date as may be agreed upon by the Administrative
                     Agent) after any Person becomes a Subsidiary or any Subsidiary
                     qualifies independently as, or is designated by the Borrower as, a
                     Subsidiary Guarantor pursuant to the definitions of "Material Foreign
                     Subsidiary" and "Subsidiary Guarantor", the Borrower shall provide
                     the Administrative Agent with written notice thereof setting forth
                     information in reasonable detail describing the material assets of
                     such Person and shall cause each such Subsidiary which also qualifies
                     as a Subsidiary Guarantor to deliver to the Administrative Agent the
                     Subsidiary Guaranty pursuant to which such Subsidiary agrees to be
                     bound by the terms and provisions of thereof, such Subsidiary
                     Guaranty to be accompanied by appropriate corporate resolutions,
                     other corporate documentation and legal opinions in form and
                     substance reasonably satisfactory to the Administrative Agent and its
                     counsel. Concurrently with the execution and delivery thereof, each
                     such Subsidiary (i) shall automatically become a Subsidiary Guarantor
                     and thereupon shall have all of the rights, benefits, duties, and
                     obligations in such capacity under the Loan Documents and (ii) will
                     grant Liens to the Administrative Agent, for the benefit of the
                     Secured Parties, in any property of such Person which constitutes
                     Collateral.
                  (b) Without limiting the generality of the foregoing, the Borrower
                     and each Subsidiary that is a Loan Party will cause the Applicable
                     Pledge Percentage of the issued and outstanding Equity
                     Interests in each Pledge Subsidiary directly owned by the Borrower or
                     any Domestic Subsidiary to be subject at all times to a first
                     priority, perfected Lien in favor of the Administrative Agent for the
                     benefit of the Secured Parties, to secure the Secured Obligations in
                     accordance with the terms and conditions of the Collateral Documents
                     or such other security documents as the Administrative Agent shall
                     reasonably request. Notwithstanding the foregoing, no such pledge
                     agreement in respect of the Equity Interests of a Material Foreign
                     Subsidiary shall be required hereunder (i) until the date that is
                     sixty (60) days after the Effective Date (or such later date as may
                     be agreed upon by the Administrative Agent) and (ii) to the extent
                     the Administrative Agent or its counsel determines that, in light of
                     the cost and expense associated therewith, such pledge would not
                     provide material credit support for the benefit of the Secured
                     Parties pursuant to legally valid, binding and enforceable pledge
                     agreements.
                  (c) Without limiting the foregoing, the Borrower will, and will cause
                     each Subsidiary that is a Loan Party to, execute and deliver, or
                     cause to be executed and delivered, to the Administrative Agent such
                     documents, agreements and instruments (including, without limitation,
                     deposit account control agreements and securities account control
                     agreements), and will take or cause to be taken such further actions
                     (including the filing and recording of financing statements and other
                     documents and such other actions or deliveries of the type required
                     on the Effective Date), which may be required by law or which the
                     Administrative Agent may, from time to time, reasonably request to
                     carry out the terms and conditions of this Agreement and the other
                     Loan Documents and to ensure perfection and priority of the Liens
                     created or intended to be created by the Collateral Documents, all in
                     form and substance reasonably satisfactory to the Administrative
                     Agent and all at the expense of the Borrower.
                  (d) If any material assets other than Excluded Assets are acquired by
                     the Borrower or any Subsidiary that is a Loan Party after the
                     Effective Date (other than assets constituting Collateral under the
                     Security Agreement that become subject to the Lien in favor of the
                     Administrative Agent upon acquisition thereof), the Borrower will
                     notify the Administrative Agent and the Lenders thereof, and, if
                     requested by the Administrative Agent or the Required Lenders, the
                     Borrower will cause such assets to be subjected to a Lien securing
                     the Secured Obligations and will take, and cause the Subsidiary Loan
                     Parties to take, such actions as shall be necessary or reasonably
                     requested by the Administrative Agent to grant and perfect such
                     Liens, including actions described in paragraph (c) of this Section,
                     all at the expense of the Borrower.
                  (e) Each Loan Party will use commercially reasonable efforts to
                     obtain a Processor Control Agreement with respect to each Credit Card
                     Processor party to a credit card processing agreement acquired by any
                     Loan Party in connection with the consummation of any Permitted
                     Acquisition, within sixty (60) days after the consummation of such
                     Permitted Acquisition.
         41
      SECTION 5.10. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the
                     Lenders prompt written notice of any casualty or other insured damage
                     to any material portion of the Collateral or the commencement of any
                     action or proceeding for the taking of any material portion of the
                     Collateral or interest therein under power of eminent domain or by
                     condemnation or similar proceeding and (b) will ensure that the Net
                     Proceeds of any such event (whether in the form of insurance
                     proceeds, condemnation awards or otherwise) are collected and applied
                     in accordance with the applicable provisions of this Agreement and
                     the Collateral Documents.
                  SECTION 5.11. Appraisals and Field Examinations. (a) At any time that the Administrative Agent requests, the
                     Borrower will, and will cause its Subsidiaries to, provide the
                     Administrative Agent with appraisals or updates thereof of Inventory
                     from an appraiser selected and engaged by the Administrative Agent,
                     and prepared on a basis satisfactory to the Administrative Agent,
                     such appraisals and updates to include, without limitation,
                     information required by applicable law and regulations. It is
                     anticipated that one (1) Inventory appraisal per year will be
                     conducted unless the
                     Administrative Agent elects to conduct a second appraisal in its sole
                     discretion; provided that (i) no more than two (2) inventory appraisals per year will be
                     conducted if the Availability Trigger is in effect at such time, and
                     (ii) there shall be no limitation on the number or frequency of
                     appraisals if an Event of Default shall have occurred and be
                     continuing. For purposes of this Section 5.11(a), it is understood
                     and agreed that a single Inventory appraisal may consist of
                     examinations conducted at multiple relevant sites and involve one or
                     more relevant Loan Parties and their assets. All such appraisals
                     shall be at the sole expense of the Loan Parties.
                  (b) At any time that the Administrative Agent requests, the Borrower
                     will permit, and will cause its Subsidiaries to permit, the
                     Administrative Agent to conduct a field examination to ensure
                     adequacy of Collateral included in the Borrowing Base and related
                     reporting and control systems. It is anticipated that one (1) field
                     examination per year will be conducted unless the Administrative
                     Agent elects to conduct a second field examination in its sole
                     discretion; provided that (i) no more than two (2) field examinations per year will be
                     conducted if the Availability Trigger is in effect at such time, and
                     (ii) there shall be no limitation on the number or frequency of field
                     examinations if an Event of Default shall have occurred and be
                     continuing. For purposes of this Section 5.11(b), it is understood
                     and agreed that any single field examination may consist of
                     examinations conducted at multiple relevant sites and involve one or
                     more relevant Loan Parties and their assets. All such field
                     examinations shall be at the sole expense of the Loan Parties.
                  SECTION 5.12. Depository Banks. The Borrower will, and will cause its Subsidiaries to, maintain the
                     Administrative Agent (or another bank acceptable to the
                     Administrative Agent) as its principal depository bank, including for
                     the maintenance of operating, administrative, cash management,
                     collection activity, and other deposit accounts for the conduct of
                     its business.
                  SECTION 5.13. Credit Card Processors. The Borrower will, and will cause its Subsidiaries to (a) comply in
                     all material respects with all obligations of such Person under each
                     credit card processing agreement to which such Person is a party, (b)
                     maintain each credit card processing agreement set forth on Schedule 3.17 and each credit card processing agreement entered into after the
                     Effective Date in full force and effect (except to the extent such
                     Person elects to terminate the same and so notifies the
                     Administrative Agent) and take or cause to be taken all actions
                     necessary to maintain, preserve and protect the rights and interests
                     of the Administrative Agent in all material respects with respect to
                     all such agreements, (c) use commercially reasonable efforts to
                     obtain a Processor Control Agreement with respect to each Credit Card
                     Processor providing any credit card processing services for or on
                     behalf of such Person and listed on Schedule 3.17 within sixty (60) days after the Effective Date and (d) promptly
                     notify the Administrative Agent of the entry by such Person into any
                     credit card processing agreement with any Credit Card Processor after
                     the Effective Date and (subject to Section 5.09(e) with respect to
                     any credit card processing agreement acquired by such Person in
                     connection with the consummation of a Permitted Acquisition) obtain a
                     Processor Control Agreement with respect to each such Credit Card
                     Processor contemporaneously with the entry by such Person into such
                     credit processing agreement.
                  ARTICLE VI
                  
                  Negative Covenants
                  Until the Commitments have expired or terminated and the principal of
                     and interest on each Loan and all fees payable hereunder have been
                     paid in full and all Letters of Credit have expired or terminated and
                     all LC Disbursements shall have been reimbursed, the Borrower
                     covenants and agrees with the Lenders that:
                  SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Subsidiary to,
                     create, incur, assume or permit to exist any Indebtedness, except:
         42
      (a) Indebtedness created under the Loan Documents and the
                              other Secured Obligations;(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness
                              with Indebtedness of a similar type that does not increase the
                              outstanding principal amount thereof;(c) Indebtedness constituting intercompany loans or
                              advances permitted under Section 6.04(d);(d) Guarantees by the Borrower of Indebtedness of any
                              Subsidiary and by any Subsidiary of Indebtedness of the Borrower or
                              any other Subsidiary;(e) Indebtedness of the Borrower or any Subsidiary
                              incurred to finance the acquisition, construction or improvement of
                              any fixed or capital assets, including Capital Lease Obligations and
                              any Indebtedness assumed in connection with the acquisition of any
                              such assets or secured by a Lien on any such assets prior to the
                              acquisition thereof, and extensions, renewals and replacements of any
                              such Indebtedness that do not increase the outstanding principal
                              amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety
                              (90) days after such acquisition or the completion of such
                              construction or improvement and (ii) the aggregate principal amount
                              of Indebtedness permitted by this clause (e) shall not exceed
                              $25,000,000 at any time outstanding;(f) Indebtedness of the Borrower or any Subsidiary under
                              (i) Sale and Leaseback Transactions permitted under Section 6.10 and
                              (ii) Permitted Real Estate Financing;(g) Indebtedness of the Borrower or any Subsidiary as an
                              account party in respect of commercial letters of credit;(h) other unsecured Indebtedness of the Borrower or any
                              of its Subsidiaries not otherwise permitted by this Section 6.01 so
                              long as the Borrower is in compliance, on a Pro Forma Basis after
                              giving effect to the incurrence of such Indebtedness, with the
                              financial covenant contained in Section 6.11; provided that the aggregate outstanding principal amount of Indebtedness
                              permitted by this clause (h) shall not in the aggregate exceed
                              $10,000,000 at any time to the extent constituting Indebtedness of
                              any Subsidiary which is not a Subsidiary Guarantor;(i) other Indebtedness of the Borrower or any of its
                              Subsidiaries in an aggregate principal amount not exceeding
                              $2,000,000 to the extent constituting Indebtedness secured by Liens
                              permitted by Section 6.02(e); and(j) other Indebtedness of the Borrower or any of its
                              Subsidiaries in an aggregate principal amount not exceeding
                              $15,000,000 to the extent constituting Indebtedness secured by Liens
                              permitted by Section 6.02(c).SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to,
                     create, incur, assume or permit to exist any Lien on any property or
                     asset now owned or hereafter acquired by it, or assign or sell any
                     income or revenues (including accounts receivable) or rights in
                     respect of any thereof, except:
                  (a) (i) Permitted Encumbrances, (ii) Permitted Real
                              Estate Financing Liens and (iii) Liens created pursuant to any Loan
                              Document;(b) any Lien on any property or asset of the Borrower or
                              any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property
                              or asset of the Borrower or any Subsidiary and (ii) such Lien shall
                              secure only those obligations which it secures on the date hereof and
                              extensions, renewals and replacements thereof that do not increase
                              the outstanding principal amount thereof;(c) any Lien existing on any property or asset prior to
                              the acquisition thereof by the Borrower or any Subsidiary or existing
                              on any property or asset of any Person that becomes a Subsidiary
                              after the date hereof prior to the time such Person becomes a
                              Subsidiary; provided that (i) such Lien is not created in
                              contemplation of or in connection with such acquisition or such
                              Person becoming a Subsidiary, as the case may be, (ii) such Lien
                              shall not apply to any other property or assets of the Borrower or
                              any Subsidiary and (iii) such Lien shall secure only those
                              obligations which it secures on the date of such acquisition or the
                              date such Person becomes a Subsidiary, as the case may be, and
                              extensions, renewals and replacements thereof that do not increase
                              the outstanding principal amount thereof;
         43
      (d) Liens on fixed or capital assets acquired,
                           constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by
                           clause (e) of Section 6.01, (ii) such security interests and the
                           Indebtedness secured thereby are incurred prior to or within ninety
                           (90) days after such acquisition or the completion of such
                           construction or improvement and (iii) such security interests shall
                           not apply to any other property or assets of the Borrower or any
                           Subsidiary; and(e) Liens not otherwise permitted by this Section 6.02 so
                           long as neither (i) the aggregate outstanding principal amount of the
                           obligations secured thereby nor (ii) the aggregate fair market value
                           (determined as of the date such Lien is incurred) of the assets of
                           the Borrower and all Subsidiaries subject to such Liens exceeds
                           $2,000,000 at any time.Notwithstanding the foregoing, none of the Liens permitted pursuant
                     to this Section 6.02 may at any time attach to any Loan Party's (1)
                     Accounts (including, without limitation, Credit Card Account
                     Receivables), other than those permitted under clause (a) of the
                     definition of Permitted Encumbrance and clause (a)(iii) above and (2)
                     Inventory, other than those permitted under clauses (a) and (b) of
                     the definition of Permitted Encumbrance and clause (a)(iii) above.
                  SECTION 6.03. Fundamental Changes and Asset Sales. (a) The Borrower will not, and will not permit any Subsidiary to,
                     merge into or consolidate with any other Person, or permit any other
                     Person to merge into or consolidate with it, or sell, transfer, lease
                     or otherwise dispose of (in one transaction or in a series of
                     transactions) any of its assets, or any of the Equity Interests of
                     any of its Subsidiaries (in each case, whether now owned or hereafter
                     acquired), or liquidate or dissolve, except that, if at the time
                     thereof and immediately after giving effect thereto no Default shall
                     have occurred and be continuing (i) any Person may merge into the
                     Borrower in a transaction in which the Borrower is the surviving
                     corporation, (ii) any Subsidiary/Person may merge into any Subsidiary
                     in a transaction in which the surviving entity is a Subsidiary
                     (provided that any such merger involving a Subsidiary Guarantor must
                     result in a Subsidiary Guarantor as the surviving entity), (iii) the
                     Borrower or any Subsidiary may sell, transfer, lease or otherwise
                     dispose of its assets to the Borrower or to another Loan Party, (iv)
                     the Borrower and its Subsidiaries may (A) sell inventory and excess,
                     damaged, obsolete or worn out assets, in each case in the ordinary
                     course of business, (B) enter into Sale and Leaseback Transactions
                     permitted under Section 6.10 and (C) make any other sales, transfers,
                     leases or dispositions of property having a fair
                     market value not in excess of, during the term of this Agreement, 10%
                     of Consolidated Tangible Assets in the aggregate and (v) any
                     Subsidiary may liquidate or dissolve if the Borrower determines in
                     good faith that such liquidation or dissolution is in the best
                     interests of the Borrower and is not materially disadvantageous to
                     the Lenders.
                  (b) The Borrower will not, and will not permit any of its
                     Subsidiaries to, engage to any material extent in any business other
                     than businesses of the type conducted by the Borrower and its
                     Subsidiaries on the date of this Agreement and businesses reasonably
                     related thereto.
                  SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
                     to, purchase, hold or acquire (including pursuant to any merger with
                     any Person that was not a wholly owned Subsidiary prior to such
                     merger) any capital stock, evidences of indebtedness or other
                     securities (including any option, warrant or other right to acquire
                     any of the foregoing) of, make or permit to exist any loans or
                     advances to, Guarantee any obligations of, or make or permit to exist
                     any investment or any other interest in, any other Person, or
                     purchase or otherwise acquire (in one transaction or a series of
                     transactions) any assets of any other Person constituting a business
                     unit, except
                  (a) Permitted Investments subject, to the extent requested by the
                     Administrative Agent, to control agreements in favor of the
                     Administrative Agent for the benefit of the Secured Parties or
                     otherwise subject to a perfected security interest in favor of the
                     Administrative Agent for the benefit of the Secured Parties;
                  (b) Permitted Acquisitions;
                  (c) investments by the Borrower and its Subsidiaries existing on the
                     date hereof in the capital stock of its Subsidiaries;
                  (d) investments, loans or advances made by the Borrower in or to any
                     Subsidiary Guarantor and made by any Subsidiary Guarantor in or to
                     the Borrower or any other Subsidiary Guarantor; provided that (i) any such Equity Interests held by a Loan Party shall be
                     pledged pursuant to the Security Agreement (subject to the
                     limitations applicable to common stock of an Affected Foreign
                     Subsidiary referred to in Section 5.09) and (ii) any such loans and
                     advances made by a Loan Party shall be evidenced by a promissory note
                     pledged pursuant to the Security Agreement and;
                  (e) Guarantees constituting Indebtedness permitted by Section 6.01;
                  (f) Guarantees of obligations under operating leases to which the
                     Borrower or any of its Subsidiaries is a party;
         44
      (g) equity interests in (i) licensees, strategic partners or
                     potential strategic partners of the Borrower or any of its
                     Subsidiaries generally consistent with the Borrower's past practices
                     prior to the Effective Date and (ii) joint ventures engaged in
                     businesses substantially similar to the businesses conducted by the
                     Borrower and its Subsidiaries on the Effective Date; and
                  (h) other investments (excluding acquisitions), loans or advances in
                     an aggregate outstanding amount not to exceed $15,000,000.
                  SECTION 6.05. Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries
                     to, enter into any Swap Agreement, except (a) Swap Agreements entered
                     into to hedge or mitigate risks to which the Borrower or any
                     Subsidiary has actual exposure (other than those in respect of
                     Equity Interests of the Borrower or any of its Subsidiaries), and (b)
                     Swap Agreements entered into in order to effectively cap, collar or
                     exchange interest rates (from fixed to floating rates, from one
                     floating rate to another floating rate or otherwise) with respect to
                     any interest-bearing liability or investment of the Borrower or any
                     Subsidiary.
                  SECTION 6.06. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries
                     to, sell, lease or otherwise transfer any property or assets to, or
                     purchase, lease or otherwise acquire any property or assets from, or
                     otherwise engage in any other transactions with, any of its
                     Affiliates, except (a) in the ordinary course of business at prices
                     and on terms and conditions not less favorable to the Borrower or
                     such Subsidiary than could be obtained on an arm's-length basis from
                     unrelated third parties, (b) transactions between or among the
                     Borrower and its majority owned Subsidiaries not involving any other
                     Affiliate and (c) any Restricted Payment permitted by Section 6.07.
                  SECTION 6.07. Restricted Payments; Certain Payments on Indebtedness.  (a) The Borrower will not, and will not permit any of its
                     Subsidiaries to, declare or make, or agree to pay or make, directly
                     or indirectly, any Restricted Payment, except (i) the Borrower may
                     declare and pay dividends with respect to its Equity Interests
                     payable solely in additional shares of its common stock, (ii)
                     Subsidiaries may declare and pay dividends ratably with respect to
                     their Equity Interests, (iii) the Borrower may make Restricted
                     Payments pursuant to and in accordance with stock option plans or
                     other benefit plans for management or employees of the Borrower and
                     its Subsidiaries and (iv) so long as no Default has occurred and is
                     continuing or would arise after giving effect thereto, the Borrower
                     may make any other Restricted Payments so long as the Borrower is in
                     compliance, on a Pro Forma Basis, after giving effect to such
                     Restricted Payment, with the financial covenant contained in Section
                     6.11.
                  (b) The Borrower will not, nor will it permit any Subsidiary to, make
                     or agree to pay or make, directly or indirectly, any payment or other
                     distribution (whether in cash, securities or other property) of or in
                     respect of principal of or interest on any Indebtedness, or any
                     payment or other distribution (whether in cash, securities or other
                     property), including any sinking fund or similar deposit, on account
                     of the purchase, redemption, retirement, acquisition, cancellation or
                     termination of any Indebtedness, except: (i) payment of Indebtedness
                     created under the Loan Documents, (ii) payment of regularly scheduled
                     interest and principal payments as and when due in respect of any
                     Indebtedness, other than payments in respect of the Subordinated
                     Indebtedness prohibited by the subordination provisions thereof,
                     (iii) refinancings of Indebtedness to the extent permitted by Section
                     6.01; and (iv) payment of secured Indebtedness that becomes due as a
                     result of the voluntary sale or transfer of the property or assets
                     securing such Indebtedness.
                  SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries
                     to, directly or indirectly, enter into, incur or permit to exist any
                     agreement or other arrangement that prohibits, restricts or imposes
                     any condition upon (a) the ability of the Borrower or any Subsidiary
                     to create, incur or permit to exist any Lien upon any of its property
                     or assets, or (b) the ability of any Subsidiary to pay dividends or
                     other distributions with respect to holders of its Equity Interests
                     or to make or repay loans or advances to the Borrower or any other
                     Subsidiary or to Guarantee Indebtedness of the Borrower or any other
                     Subsidiary; provided that (i) the foregoing shall not apply to
                     restrictions and conditions imposed by law or by this Agreement, (ii)
                     the foregoing shall not apply to customary restrictions and
                     conditions contained in agreements relating to the sale of a
                     Subsidiary pending such sale, provided such restrictions and
                     conditions apply only to the Subsidiary that is to be sold and such
                     sale is permitted hereunder, (iii) clause (a) of the foregoing shall
                     not apply to restrictions or conditions imposed by any agreement
                     relating to secured Indebtedness permitted by this Agreement if such
                     restrictions or conditions apply only to the property or assets
                     securing such Indebtedness and (iv) clause (a) of the foregoing shall
                     not apply to customary provisions in leases restricting the
                     assignment thereof.
                  
                  SECTION 6.09. Changes in Fiscal Year. The Borrower will not, nor will it permit any of its Subsidiaries
                     to, change its fiscal year from the basis in effect on the Effective
                     Date; provided that the Borrower may make such a change not more than
                     once during the term of this Agreement.
                  SECTION 6.10. Sale and Leaseback Transactions. The Borrower shall not, nor shall it permit any Subsidiary to,
                     enter into any Sale and Leaseback Transaction, other than (a) Sale
                     and Leaseback Transactions in respect of which the net cash proceeds
                     received in connection therewith does not exceed $5,000,000 in the
                     aggregate during any fiscal year of the Borrower, determined
         45
      on a consolidated basis for the Borrower and its Subsidiaries and (b)
                     Sale and Leaseback Transactions in respect of all or any part of the
                     properties of the Borrower at 601 through 615 West 50th Street, New
                     York, New York 10019.
                  SECTION 6.11. Financial Covenant.
                  Minimum Fixed Charge Coverage Ratio. The Borrower will not permit, at any time the FCCR Period is in
                     effect, the Fixed Charge Coverage Ratio, determined as of the end of
                     each of its fiscal quarters, to be less than 1.1 to 1.0. "FCCR Period" means the period commencing on any date Availability is less than
                     $10,000,000 and ending on the first date thereafter that Availability
                     is equal to or greater than $10,000,000 for 45 consecutive days.
                  SECTION 6.12. Amendment of Material Documents. The Borrower shall not, nor shall it permit any Subsidiary to,
                     amend, modify or waive any of its rights under (a) agreement relating
                     to any Subordinated Indebtedness or any Material Indebtedness or (b)
                     its certificate of incorporation, by-laws, operating, management or
                     partnership agreement or other organizational documents, to the
                     extent any such amendment, modification or waiver would be adverse to
                     the Lenders.
                  ARTICLE VII
                  Events of Default
                  If any of the following events ("Events of Default") shall occur:
                  (a) the Borrower shall fail to pay any principal of any Loan or any
                     reimbursement obligation in respect of any LC Disbursement when and
                     as the same shall become due and payable, whether at the due date
                     thereof or at a date fixed for prepayment thereof or otherwise;
                  (b) the Borrower shall fail to pay any interest on any Loan or any
                     fee or any other amount (other than an amount referred to in
                     clause (a) of this Article) payable under this Agreement, when and as
                     the same shall become due and payable, and such failure shall
                     continue unremedied for a period of three (3) Business Days;
                  (c) any representation or warranty made or deemed made by or on
                     behalf of the Borrower or any Subsidiary in or in connection with
                     this Agreement or any other Loan Document or any amendment or
                     modification hereof or thereof or waiver hereunder or thereunder, or
                     in any report, certificate, financial statement or other document
                     furnished pursuant to or in connection with this Agreement or any
                     other Loan Document or any amendment or modification thereof or
                     waiver thereunder, shall prove to have been incorrect in any material
                     respect when made or deemed made;
                  (d)  (i) the Borrower shall fail to observe or perform any covenant,
                     condition or agreement contained in Section 5.02, 5.03 (with respect
                     to the Borrower's existence), 5.08 or 5.09 or in Article VI or (ii)
                     any Loan Document shall for any reason not be or shall cease to be in
                     full force and effect or is declared to be null and void, or the
                     Borrower or any Subsidiary Guarantor takes any action for the purpose
                     of terminating, repudiating or rescinding any Loan Document or any of
                     its obligations thereunder;
                  (e) the Borrower or any Subsidiary Guarantor, as applicable, shall
                     fail to observe or perform any covenant, condition or agreement
                     contained in this Agreement (other than those specified in
                     clause (a), (b) or (d) of this Article) or any other Loan Document,
                     and such failure shall continue unremedied for a period of thirty
                     (30) days after notice thereof from the Administrative Agent to the
                     Borrower (which notice will be given at the request of the Required
                     Lenders);
                  (f) the Borrower or any Subsidiary shall fail to make any payment
                     (whether of principal or interest and regardless of amount) in
                     respect of any Material Indebtedness, when and as the same shall
                     become due and payable;
                  (g) any event or condition occurs that results in any Material
                     Indebtedness becoming due prior to its scheduled maturity or that
                     enables or permits (with or without the giving of notice, the lapse
                     of time or both) the holder or holders of any Material Indebtedness
                     or any trustee or agent on its or their behalf to cause any Material
                     Indebtedness to become due, or to require the prepayment, repurchase,
                     redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that
                     becomes due as a result of the voluntary sale or transfer of the
                     property or assets securing such Indebtedness;
                  (h) an involuntary proceeding shall be commenced or an involuntary
                     petition shall be filed seeking (i) liquidation, reorganization or
                     other relief in respect of the Borrower or any Subsidiary or its
                     debts, or of a substantial part of its assets, under any Federal,
                     state or foreign bankruptcy, insolvency, receivership or similar law
                     now or hereafter in effect or (ii) the appointment of a receiver,
                     trustee, custodian, sequestrator, conservator or similar official for
                     the Borrower or any Subsidiary or for a substantial part of its
                     assets, and, in any such case, such proceeding or petition shall
                     continue undismissed for sixty (60) days or an order or decree
                     approving or ordering any of the foregoing shall be entered;
         46
      (i) the Borrower or any Subsidiary shall (i) voluntarily commence any
                     proceeding or file any petition seeking liquidation, reorganization
                     or other relief under any Federal, state or foreign bankruptcy,
                     insolvency, receivership or similar law now or hereafter in effect,
                     (ii) consent to the institution of, or fail to contest in a timely
                     and appropriate manner, any proceeding or petition described in
                     clause (h) of this Article, (iii) apply for or consent to the
                     appointment of a receiver, trustee, custodian, sequestrator,
                     conservator or similar official for the Borrower or any Subsidiary or
                     for a substantial part of its assets, (iv) file an answer admitting
                     the material allegations of a petition filed against it in any such
                     proceeding, (v) make a general assignment for the benefit of
                     creditors or (vi) take any action for the purpose of effecting any of
                     the foregoing;
                  (j) the Borrower or any Subsidiary shall become unable, admit in
                     writing its inability or fail generally to pay its debts as they
                     become due;
                  (k) one or more judgments for the payment of money in an aggregate
                     amount in excess of $10,000,000 shall be rendered against the
                     Borrower, any Subsidiary or any combination thereof and the same
                     shall remain undischarged for a period of thirty (30) consecutive
                     days during which execution shall not be effectively stayed, or any
                     action shall be legally taken by a judgment creditor to attach or
                     levy upon any assets of the Borrower or any Subsidiary to enforce any
                     such judgment;
                  (l) an ERISA Event shall have occurred that, in the opinion of the
                     Required Lenders, when taken together with all other ERISA Events
                     that have occurred, could reasonably be expected to result in a
                     Material Adverse Effect;
                  (m) a Change in Control shall occur; or
                  (n) any Collateral Document shall for any reason fail to create a
                     valid and perfected first priority security interest in any
                     Collateral purported to be covered thereby, except as permitted by
                     the terms of any Collateral Document, or any Collateral Document
                     shall fail to remain in full force or effect or any action shall be
                     taken to discontinue or to assert the invalidity or unenforceability
                     of any Collateral Document, or any Loan Party shall fail to comply
                     with any of the terms or provisions of any Collateral Document;
                  then, and in every such event (other than an event with respect to
                     the Borrower described in clause (h) or (i) of this Article), and at
                     any time thereafter during the continuance of such event, the
                     Administrative Agent may, and at the request of the Required Lenders
                     shall, by notice to the Borrower, take either or both of the
                     following actions, at the same or different times:  (i) terminate the
                     Commitments, and thereupon the Commitments shall terminate
                     immediately, and (ii) declare the Loans then outstanding to be due
                     and payable in whole (or in part, in which case any principal not so
                     declared to be due and payable may thereafter be declared to be due
                     and payable), and thereupon the principal of the Loans so declared to
                     be due and payable, together with accrued interest thereon and all
                     fees and other obligations of the Borrower accrued hereunder and
                     under the other Loan Documents, shall become due and payable
                     immediately, without presentment, demand, protest or other notice of
                     any kind, all of which are hereby waived by the Borrower; and in case
                     of any event with respect to the Borrower described in clause (h)
                     or (i) of this Article, the Commitments shall automatically terminate
                     and the principal of the Loans then outstanding, together with
                     accrued interest thereon and all fees and other Obligations accrued
                     hereunder and under the other Loan Documents, shall automatically
                     become due and payable, without presentment, demand, protest or other
                     notice of any kind, all of which are hereby waived by the Borrower.
                     Upon the occurrence and during the continuance of an Event of
                     Default, the Administrative Agent may, and at the request of the
                     Required Lenders shall, exercise any rights and remedies provided to
                     the Administrative Agent under the Loan Documents or at law or
                     equity, including all remedies provided under the UCC.
                  ARTICLE VIII
                  
                  The Administrative Agent
                  Each of the Lenders and the Issuing Banks hereby irrevocably appoints
                     the Administrative Agent as its agent and authorizes the
                     Administrative Agent to take such actions on its behalf, including
                     execution of the other Loan Documents, and to exercise such powers as
                     are delegated to the Administrative Agent by the terms of the Loan
                     Documents, together with such actions and powers as are reasonably
                     incidental thereto.
                  The bank serving as the Administrative Agent hereunder shall have the
                     same rights and powers in its capacity as a Lender as any other
                     Lender and may exercise the same as though it were not the
                     Administrative Agent, and such bank and its Affiliates may accept
                     deposits from, lend money to and generally engage in any kind of
                     business with the Borrower or any Subsidiary or other Affiliate
                     thereof as if it were not the Administrative Agent hereunder.
                  The Administrative Agent shall not have any duties or obligations
                     except those expressly set forth in the Loan Documents. Without
                     limiting the generality of the foregoing, (a) the Administrative
                     Agent shall not be subject to any fiduciary or other implied duties,
                     regardless of whether a Default has occurred and is continuing, (b)
                     the Administrative Agent shall not have any duty to take any
                     discretionary action or exercise any discretionary powers, except
                     discretionary rights and powers expressly contemplated by the Loan
                     Documents that the Administrative Agent is required to exercise in
                     writing as directed by the Required
         47
      Lenders (or such other number or percentage of the Lenders as shall
                     be necessary under the circumstances as provided in Section 9.02),
                     and (c) except as expressly set forth in the Loan Documents, the
                     Administrative Agent shall not have any duty to disclose, and shall
                     not be liable for the failure to disclose, any information relating
                     to the Borrower or any of its Subsidiaries that is communicated to or
                     obtained by the bank serving as Administrative Agent or any of its
                     Affiliates in any capacity. The Administrative Agent shall not be
                     liable for any action taken or not taken by it with the consent or at
                     the request of the Required Lenders (or such other number or
                     percentage of the Lenders as shall be necessary under the
                     circumstances as provided in Section 9.02) or in the absence of its
                     own gross negligence or willful misconduct. The Administrative Agent
                     shall be deemed not to have knowledge of any Default unless and until
                     written notice thereof is given to the Administrative Agent by the
                     Borrower or a Lender, and the Administrative Agent shall not be
                     responsible for or have any duty to ascertain or inquire into (i) any
                     statement, warranty or representation made in or in connection with
                     any Loan Document, (ii) the contents of any certificate, report or
                     other document delivered hereunder or in connection with any Loan
                     Document, (iii) the performance or observance of any of the
                     covenants, agreements or other terms or conditions set forth in any
                     Loan Document, (iv) the validity, enforceability, effectiveness or
                     genuineness of any Loan Document or any other agreement, instrument
                     or document, (v) the creation, perfection or priority of Liens on the
                     Collateral or the existence of the Collateral, or (vi) the
                     satisfaction of any condition set forth in Article IV or elsewhere
                     herein, other than to confirm receipt of items expressly required to
                     be delivered to the Administrative Agent.
                  The Administrative Agent shall be entitled to rely upon, and shall
                     not incur any liability for relying upon, any notice, request,
                     certificate, consent, statement, instrument, document or other
                     writing believed by it to be genuine and to have been signed or sent
                     by the proper Person. The Administrative Agent also may rely upon any
                     statement made to it orally or by telephone and believed by it to be
                     made by the proper Person, and shall not incur any liability for
                     relying thereon. The Administrative Agent may consult with legal
                     counsel (who may be counsel for the Borrower), independent
                     accountants and other experts selected by it, and shall not be liable
                     for any action taken or not taken by it in accordance with the advice
                     of any such counsel, accountants or experts.
                  The Administrative Agent may perform any and all its duties and
                     exercise its rights and powers by or through any one or more
                     sub-agents appointed by the Administrative Agent. The Administrative
                     Agent and any such sub-agent may perform any and all its duties and
                     exercise its rights and powers through their respective Related
                     Parties. The exculpatory provisions of the preceding paragraphs shall
                     apply to any such sub-agent and to the Related Parties of the
                     Administrative Agent and any such sub-agent, and shall apply to their
                     respective activities in connection with the syndication of the
                     credit facilities provided for herein as well as activities as
                     Administrative Agent.
                  Subject to the appointment and acceptance of a successor
                     Administrative Agent as provided in this paragraph, the
                     Administrative Agent may resign at any time by notifying the Lenders,
                     the Issuing Banks and the Borrower. Upon any such resignation, the
                     Required Lenders shall have the right, in consultation with the
                     Borrower, to appoint a successor. If no successor shall have been so
                     appointed by the Required Lenders and shall have accepted such
                     appointment within thirty (30) days after the retiring Administrative
                     Agent gives notice of its resignation, then the retiring
                     Administrative Agent may, on behalf of the Lenders and the Issuing
                     Banks, appoint a successor Administrative Agent which shall be a bank
                     with an office in New York, New York, or an Affiliate of any such
                     bank. Upon the acceptance of its appointment as Administrative Agent
                     hereunder by a successor, such successor shall succeed to and become
                     vested with all the rights, powers, privileges and duties of the
                     retiring Administrative Agent, and
                     the retiring Administrative Agent shall be discharged from its duties
                     and obligations hereunder. The fees payable by the Borrower to a
                     successor Administrative Agent shall be the same as those payable to
                     its predecessor unless otherwise agreed between the Borrower and such
                     successor. After the Administrative Agent's resignation hereunder,
                     the provisions of this Article, Section 2.17(g) and Section 9.03
                     shall continue in effect for the benefit of such retiring
                     Administrative Agent, its sub-agents and their respective Related
                     Parties in respect of any actions taken or omitted to be taken by any
                     of them while it was acting as Administrative Agent.
                  Each Lender (including each Issuing Bank) acknowledges that it has,
                     independently and without reliance upon the Administrative Agent or
                     any other Lender and based on such documents and information as it
                     has deemed appropriate, made its own credit analysis and decision to
                     enter into this Agreement. Each Lender also acknowledges that it
                     will, independently and without reliance upon the Administrative
                     Agent or any other Lender and based on such documents and information
                     as it shall from time to time deem appropriate, continue to make its
                     own decisions in taking or not taking action under or based upon this
                     Agreement, any other Loan Document or related agreement or any
                     document furnished hereunder or thereunder.
                  Each Lender hereby agrees that (a) it has requested a copy of each
                     Report prepared by or on behalf of the Administrative Agent; (b) the
                     Administrative Agent (i) makes no representation or warranty, express
                     or implied, as to the completeness or accuracy of any Report or any
                     of the information contained therein or any inaccuracy or omission
                     contained in or relating to a Report and (ii) shall not be liable for
                     any information contained in any Report; (c) the Reports are not
                     comprehensive audits or examinations, and that any Person performing
                     any field examination will inspect only specific information
                     regarding the Loan Parties and will rely significantly upon the Loan
                     Parties' books and records, as well as on representations of the Loan
                     Parties'
         48
      personnel and that the Administrative Agent undertakes no obligation
                     to update, correct or supplement the Reports; (d) it will keep all
                     Reports confidential and strictly for its internal use, not share the
                     Report with any Loan Party or any other Person except as otherwise
                     permitted pursuant to this Agreement; and (e) without limiting the
                     generality of any other indemnification provision contained in this
                     Agreement, it will pay and protect, and indemnify, defend, and hold
                     the Administrative Agent and any such other Person preparing a Report
                     harmless from and against, the claims, actions, proceedings, damages,
                     costs, expenses, and other amounts (including reasonable attorney
                     fees) incurred by as the direct or indirect result of any third
                     parties who might obtain all or part of any Report through the
                     indemnifying Lender.
                  None of the Lenders, if any, identified in this Agreement as a
                     Co-Syndication Agent or Documentation Agent shall have any right,
                     power, obligation, liability, responsibility or duty under this
                     Agreement other than those applicable to all Lenders as such. Without
                     limiting the foregoing, none of such Lenders shall have or be deemed
                     to have a fiduciary relationship with any Lender. Each Lender hereby
                     makes the same acknowledgments with respect to the relevant Lenders
                     in their respective capacities as Co-Syndication Agents or
                     Documentation Agent, as applicable, as it makes with respect to the
                     Administrative Agent in the preceding paragraph.
                  Except with respect to the exercise of setoff rights of any Lender,
                     in accordance with Section 9.08, the proceeds of which are applied in
                     accordance with this Agreement, each Lender agrees that it will not
                     take any action, nor institute any actions or proceedings, against
                     the Borrower or with respect to any Loan Document, without the prior
                     written consent of the Required Lenders or, as may be provided in
                     this Agreement or the other Loan Documents, with the consent of the
                     Administrative Agent.
                  The Lenders are not partners or co-venturers, and no Lender shall be
                     liable for the acts or omissions of, or (except as otherwise set
                     forth herein in case of the Administrative Agent) authorized to act
                     for, any other Lender. The Administrative Agent shall have the
                     exclusive right on behalf of the
                     Lenders to enforce the payment of the principal of and interest on
                     any Loan after the date such principal or interest has become due and
                     payable pursuant to the terms of this Agreement.
                  In its capacity, the Administrative Agent is a "representative" of the Secured Parties within the meaning of the term "secured party" as defined in the New York Uniform Commercial Code. Each Lender
                     authorizes the Administrative Agent to enter into each of the
                     Collateral Documents to which it is a party and to take all action
                     contemplated by such documents. Each Lender agrees that no Secured
                     Party (other than the Administrative Agent) shall have the right
                     individually to seek to realize upon the security granted by any
                     Collateral Document, it being understood and agreed that such rights
                     and remedies may be exercised solely by the Administrative Agent for
                     the benefit of the Secured Parties upon the terms of the Collateral
                     Documents. In the event that any Collateral is hereafter pledged by
                     any Person as collateral security for the Secured Obligations, the
                     Administrative Agent is hereby authorized, and hereby granted a power
                     of attorney, to execute and deliver on behalf of the Secured Parties
                     any Loan Documents necessary or appropriate to grant and perfect a
                     Lien on such Collateral in favor of the Administrative Agent on
                     behalf of the Secured Parties. The Lenders hereby authorize the
                     Administrative Agent, at its option and in its discretion, to release
                     any Lien granted to or held by the Administrative Agent upon any
                     Collateral (i) as permitted by, but only in accordance with, the
                     terms of the applicable Loan Document; or (ii) if approved,
                     authorized or ratified in writing by the Required Lenders, unless
                     such release is required to be approved by all of the Lenders
                     hereunder. Upon request by the Administrative Agent at any time, the
                     Lenders will confirm in writing the Administrative Agent's authority
                     to release particular types or items of Collateral pursuant hereto.
                     Upon any sale or transfer of assets constituting Collateral which is
                     permitted pursuant to the terms of any Loan Document, or consented to
                     in writing by the Required Lenders or all of the Lenders, as
                     applicable, and upon at least five (5) Business Days' prior written
                     request by the Borrower to the Administrative Agent, the
                     Administrative Agent shall (and is hereby irrevocably authorized by
                     the Lenders to) execute such documents as may be necessary to
                     evidence the release of the Liens granted to the Administrative Agent
                     for the benefit of the Secured Parties herein or pursuant hereto upon
                     the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute
                     any such document on terms which, in the Administrative Agent's
                     opinion, would expose the Administrative Agent to liability or create
                     any obligation or entail any consequence other than the release of
                     such Liens without recourse or warranty, and (ii) such release shall
                     not in any manner discharge, affect or impair the Secured Obligations
                     or any Liens upon (or obligations of the Borrower or any Subsidiary
                     in respect of) all interests retained by the Borrower or any
                     Subsidiary, including (without limitation) the proceeds of the sale,
                     all of which shall continue to constitute part of the Collateral.
                  The Lenders hereby irrevocably authorize the Administrative Agent, at
                     its option and in its sole discretion, to release any Liens granted
                     to the Administrative Agent by the Loan Parties on any Collateral (i)
                     upon the termination of the Commitments, payment and satisfaction in
                     full in cash of all Secured Obligations (other than Unliquidated
                     Obligations), and the cash collateralization of all Unliquidated
                     Obligations in a manner satisfactory to the Administrative Agent,
                     (ii) constituting property being sold or disposed of if the Loan
                     Party disposing of such property certifies to the Administrative
                     Agent that the sale or disposition is made in compliance with the
                     terms of this Agreement (and the Administrative Agent may rely
                     conclusively on any such certificate, without further inquiry), and
                     to the extent that the property being sold or disposed of constitutes
                     100% of the Equity Interest of a Subsidiary, the Administrative Agent
                     is authorized to release such Subsidiary from the Loan Documents
         49
      to which it is a party, (iii) constituting property leased to a Loan
                     Party under a lease which has expired or been terminated in a
                     transaction permitted under this Agreement, or (iv) as required to
                     effect any sale or other disposition of such Collateral in connection
                     with any exercise of remedies of the Administrative Agent and the
                     Lenders pursuant to Article VII. Except as provided in the preceding
                     sentence, the Administrative Agent will not release any Liens on
                     Collateral without the prior written authorization of the Required
                     Lenders; provided that, (i) the Administrative Agent may in its discretion, release
                     its Liens on Collateral
                     valued in the aggregate not in excess of $5,000,000 during any
                     calendar year without the prior written authorization of the Required
                     Lenders and (ii) the prior written authorization of each of the
                     Lenders (other than a Defaulting Lender) shall be required for the
                     Administrative Agent to release its Liens on all or substantially all
                     of the Collateral. Any such release shall not in any manner
                     discharge, affect, or impair the Obligations or any Liens (other than
                     those expressly being released) upon (or obligations of the Loan
                     Parties in respect of) all interests retained by the Loan Parties,
                     including the proceeds of any sale, all of which shall continue to
                     constitute part of the Collateral.
                  The Borrower, on its behalf and on behalf of its Subsidiaries, and
                     each Lender, on its behalf and on the behalf of its affiliated
                     Secured Parties, hereby irrevocably constitute the Administrative
                     Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in
                     order to hold hypothecs and security granted by the Borrower or any
                     Subsidiary on property pursuant to the laws of the Province of Quebec
                     to secure obligations of the Borrower or any Subsidiary under any
                     bond, debenture or similar title of indebtedness issued by the
                     Borrower or any Subsidiary in connection with this Agreement, and
                     agree that the Administrative Agent may act as the bondholder and
                     mandatary with respect to any bond, debenture or similar title of
                     indebtedness that may be issued by the Borrower or any Subsidiary and
                     pledged in favor of the Secured Parties in connection with this
                     Agreement. Notwithstanding the provisions of Section 32 of the An Act
                     respecting the special powers of legal persons (Quebec), JPMorgan
                     Chase Bank, N.A. as Administrative Agent may acquire and be the
                     holder of any bond issued by the Borrower or any Subsidiary in
                     connection with this Agreement (i.e., the fondé de pouvoir may
                     acquire and hold the first bond issued under any deed of hypothec by
                     the Borrower or any Subsidiary).
                  The Administrative Agent is hereby authorized to execute and deliver
                     any documents necessary or appropriate to create and perfect the
                     rights of pledge for the benefit of the Secured Parties including a
                     right of pledge with respect to the entitlements to profits, the
                     balance left after winding up and the voting rights of the Borrower
                     as ultimate parent of any subsidiary of the Borrower which is
                     organized under the laws of the Netherlands and the Equity Interests
                     of which are pledged in connection herewith (a "Dutch Pledge"). Without prejudice to the provisions of this Agreement and the
                     other Loan Documents, the parties hereto acknowledge and agree with
                     the creation of parallel debt obligations of the Borrower or any
                     relevant Subsidiary as will be described in any Dutch Pledge (the "Parallel Debt"), including that any payment received by the Administrative Agent
                     in respect of the Parallel Debt will conditionally upon such payment
                     not subsequently being avoided or reduced by virtue of any provisions
                     or enactments relating to bankruptcy, insolvency, preference,
                     liquidation or similar laws of general application be deemed a
                     satisfaction of a pro rata portion of the corresponding amounts of
                     the Obligations, and any payment to the Secured Parties in
                     satisfaction of the Obligations shall conditionally upon such payment
                     not subsequently being avoided or reduced by virtue of any provisions
                     or enactments relating to bankruptcy, insolvency, preference,
                     liquidation or similar laws of general application be deemed as
                     satisfaction of the corresponding amount of the Parallel Debt. The
                     parties hereto acknowledge and agree that, for purposes of a Dutch
                     Pledge, any resignation by the Administrative Agent is not effective
                     until its rights under the Parallel Debt are assigned to the
                     successor Administrative Agent.
                  The parties hereto acknowledge and agree for the purposes of taking
                     and ensuring the continuing validity of German law governed pledges (Pfandrechte) with the creation of parallel debt obligations of the Borrower as
                     will be further described in a separate German law governed parallel
                     debt undertaking. The Administrative Agent shall (i) hold such
                     parallel debt undertaking as fiduciary agent (Treuhaender) and (ii) administer and hold as fiduciary agent (Treuhaender) any pledge created under a German law governed Collateral Document
                     which is created in favor of any Secured Party or transferred to any
                     Secured Party due to its accessory nature (Akzessorietaet), in each case in its own name and for the account of the Secured
                     Parties. Each Lender, on its own behalf and on behalf of its
                     affiliated Secured Parties, hereby authorizes the Administrative
                     Agent to enter as its agent in its name and on its behalf into
                     any German law governed Collateral Document, to accept as its agent
                     in its name and on its behalf any pledge under such Collateral
                     Document and to agree to and execute as agent its in its name and on
                     its behalf any amendments, supplements and other alterations to any
                     such Collateral Document and to release any such Collateral Document
                     and any pledge created under any such Collateral Document in
                     accordance with the provisions herein and/or the provisions in any
                     such Collateral Document.
                  ARTICLE IX
                  Miscellaneous
                  SECTION 9.01. Notices.  (a) Except in the case of notices and other communications
                     expressly permitted to be given by telephone (and subject to
                     paragraph (b) below), all notices and other communications provided
                     for herein shall be in writing
         50
      and shall be delivered by hand or overnight courier service, mailed
                     by certified or registered mail or sent by telecopy, as follows:







(i) if to the Borrower, to it at 603 West 50th Street, New York, New York 10019, Attention of the Chief Financial
                              Officer (Telecopy No. (212) 315-8255; Telephone No. (212) 315-8208),
                              with a copy (in the case of a notice of Default) to the Attention of
                              the General Counsel (Telecopy No. (866) 700-4164, Telephone No. (212)
                              315-8239);

(ii) if to the Administrative Agent, to JPMorgan Chase
                              Bank, N.A., 270 Park Avenue, Floor 44, New York, New York 10017,
                              Attention of Paul Phelan (Telecopy No. (646) 534-2288);

(iii) if to an Issuing Bank, to it at (A) JPMorgan Chase
                              Bank, N.A., 270 Park Avenue, Floor 44, New York, New York 10017,
                              Attention of Paul Phelan (Telecopy No. (646) 534-2288) and (B) in the
                              case of any other Issuing Bank, to it at the address and telecopy
                              number specified from time to time by such Issuing Bank to the
                              Borrower and the Administrative Agent;

(iv) if to the Swingline Lender, to it at JPMorgan Chase
                              Bank, N.A., 270 Park Avenue, Floor 44, New York, New York 10017,
                              Attention of Paul Phelan (Telecopy No. (646) 534-2288); and(v) if to any other Lender, to it at its address (or
                              telecopy number) set forth in its Administrative Questionnaire.








                  (b) Notices and other communications to the Lenders (including any
                     Issuing Bank) hereunder may be delivered or furnished by electronic
                     communications pursuant to procedures approved by the Administrative
                     Agent; provided that the foregoing shall not apply to notices
                     pursuant to Article II unless otherwise agreed by the Administrative
                     Agent and the applicable Lender. The Administrative Agent or the
                     Borrower may, in its discretion, agree to accept notices and other
                     communications to it hereunder by electronic communications pursuant
                     to procedures approved by it; provided that approval of such
                     procedures may be limited to particular notices or communications.
                  (c) Any party hereto may change its address or telecopy number for
                     notices and other communications hereunder by notice to the other
                     parties hereto. All notices and other communications given to any
                     party hereto in accordance with the provisions of this Agreement
                     shall be deemed to have been given on the date of receipt.
                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing
                     Bank or any Lender in exercising any right or power hereunder or
                     under any other
                     Loan Document shall operate as a waiver thereof, nor shall any single
                     or partial exercise of any such right or power, or any abandonment or
                     discontinuance of steps to enforce such a right or power, preclude
                     any other or further exercise thereof or the exercise of any other
                     right or power. The rights and remedies of the Administrative Agent,
                     the Issuing Banks and the Lenders hereunder and under the other Loan
                     Documents are cumulative and are not exclusive of any rights or
                     remedies that they would otherwise have. No waiver of any provision
                     of this Agreement or consent to any departure by the Borrower
                     therefrom shall in any event be effective unless the same shall be
                     permitted by paragraph (b) of this Section, and then such waiver or
                     consent shall be effective only in the specific instance and for the
                     purpose for which given. Without limiting the generality of the
                     foregoing, the making of a Loan or issuance of a Letter of Credit
                     shall not be construed as a waiver of any Default, regardless of
                     whether the Administrative Agent, any Lender or any Issuing Bank may
                     have had notice or knowledge of such Default at the time.
                  (b) Neither this Agreement nor any provision hereof may be waived,
                     amended or modified except pursuant to an agreement or agreements in
                     writing entered into by the Borrower and the Required Lenders or by
                     the Borrower and the Administrative Agent with the consent of the
                     Required Lenders; provided that no such agreement shall (i) increase the Commitment of any
                     Lender without the written consent of such Lender, (ii) reduce the
                     principal amount of any Loan or LC Disbursement or reduce the rate of
                     interest thereon, or reduce any fees payable hereunder, without the
                     written consent of each Lender affected thereby, (iii) postpone the
                     scheduled date of payment of the principal amount of any Loan or LC
                     Disbursement, or any interest thereon, or any fees payable hereunder,
                     or reduce the amount of, waive or excuse any such payment, or
                     postpone the scheduled date of expiration of any Commitment, without
                     the written consent of each Lender affected thereby, (iv) change
                     Section 2.18(b) or (c) in a manner that would alter the pro rata
                     sharing of payments required thereby, without the written consent of
                     each Lender, (v) change any of the provisions of this Section or the
                     definition of "Required Lenders" or any other provision hereof
                     specifying the number or percentage of Lenders required to waive,
                     amend or modify any rights hereunder or make any determination or
                     grant any consent hereunder or (vi) release all or substantially all
                     of the Subsidiary Guarantors from their obligations under the
                     Subsidiary Guaranty, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the
                     rights or duties of the Administrative Agent, any Issuing Bank or the
                     Swingline Lender hereunder without the prior written consent of the
                     Administrative Agent, such Issuing Bank or the Swingline Lender, as
                     the case may be.
         51
      SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket
                     expenses incurred by the Administrative Agent and its Affiliates,
                     including the reasonable fees, charges and disbursements of counsel
                     for the Administrative Agent, in connection with the syndication of
                     the credit facilities provided for herein, the preparation and
                     administration of this Agreement and the other Loan Documents or any
                     amendments, modifications or waivers of the provisions hereof or
                     thereof (whether or not the transactions contemplated hereby or
                     thereby shall be consummated), (ii) all reasonable out-of-pocket
                     expenses incurred by any Issuing Bank in connection with the
                     issuance, amendment, renewal or extension of any Letter of Credit or
                     any demand for payment thereunder and (iii) all reasonable
                     out-of-pocket expenses incurred by the Administrative Agent, any
                     Issuing Bank or any Lender, including the fees, charges and
                     disbursements of one counsel (and appropriate local counsel) for the
                     Administrative Agent, and one additional counsel (and appropriate
                     local counsel) of the Issuing Banks and the Lenders, collectively, in
                     connection with the enforcement or protection of its rights in
                     connection with this Agreement, including its rights under this
                     Section, or in connection with the Loans made or Letters of Credit
                     issued hereunder, including all such out-of-pocket expenses incurred
                     during any workout, restructuring or negotiations in respect of such
                     Loans or Letters of Credit. Expenses being reimbursed by the Borrower
                     under this Section include, without limiting the generality of the
                     foregoing, fees, costs and expenses incurred in connection with: (i)
                     appraisals and insurance reviews, (ii) field examinations and the
                     preparation of Reports based on the fees charged by a third party
                     retained by the
                     Administrative Agent or the internally allocated fees for each Person
                     employed by the Administrative Agent with respect to each field
                     examination, (iii) taxes, fees and other charges for (A) lien
                     searches and (B) filing financing statements and continuations, and
                     other actions to perfect, protect, and continue the Administrative
                     Agent's Liens, (iv) sums paid or incurred to take any action required
                     of any Loan Party under the Loan Documents that such Loan Party fails
                     to pay or take and (v) forwarding loan proceeds, collecting checks
                     and other items of payment, and establishing and maintaining the
                     accounts and lock boxes, and costs and expenses of preserving and
                     protecting the Collateral. All of the foregoing fees, costs and
                     expenses may be charged to the Borrower as Revolving Loans or to
                     another deposit account, all as described in Section 2.18(f).
                  (b) The Borrower shall indemnify the Administrative Agent, each
                     Issuing Bank and each Lender, and each Related Party of any of the
                     foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all
                     losses, claims, damages, penalties, incremental taxes, liabilities
                     and related expenses, including the reasonable fees, charges and
                     disbursements of any counsel for any Indemnitee, incurred by or
                     asserted against any Indemnitee arising out of, in connection with,
                     or as a result of (i) the execution or delivery of the Loan Documents
                     or any agreement or instrument contemplated thereby, the performance
                     by the parties hereto of their respective obligations thereunder or
                     the consummation of the Transactions or any other transactions
                     contemplated hereby, (ii) any Loan or Letter of Credit or the use of
                     the proceeds therefrom (including any refusal by any Issuing Bank to
                     honor a demand for payment under a Letter of Credit if the documents
                     presented in connection with such demand do not strictly comply with
                     the terms of such Letter of Credit), (iii) any actual or alleged
                     presence or release of Hazardous Materials on or from any property
                     owned or operated by the Borrower or any of its Subsidiaries, or any
                     Environmental Liability related in any way to the Borrower or any of
                     its Subsidiaries, (iv) the failure of the Borrower to deliver to the
                     Administrative Agent the required receipts or other required
                     documentary evidence with respect to a payment made by the Borrower
                     for Taxes pursuant to Section 2.17 or (v) any actual or prospective
                     claim, litigation, investigation or proceeding relating to any of the
                     foregoing, whether based on contract, tort or any other theory and
                     regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to
                     the extent that such losses, claims, damages, penalties, incremental
                     taxes, liabilities or related expenses are determined by a court of
                     competent jurisdiction by final and nonappealable judgment to have
                     resulted from the illegal conduct, fraud, gross negligence or willful
                     misconduct of such Indemnitee.
                  (c) To the extent that the Borrower fails to pay any amount required
                     to be paid by it to the Administrative Agent, any Issuing Bank or the
                     Swingline Lender under paragraph (a) or (b) of this Section, each
                     Lender severally agrees to pay to the Administrative Agent, any
                     Issuing Bank or the Swingline Lender, as the case may be, such
                     Lender's Applicable Percentage (determined as of the time that the
                     applicable unreimbursed expense or indemnity payment is sought) of
                     such unpaid amount (it being understood that the Borrower's failure
                     to pay any such amount shall not relieve the Borrower of any default
                     in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage,
                     penalty, liability or related expense, as the case may be, was
                     incurred by or asserted against the Administrative Agent, any Issuing
                     Bank or the Swingline Lender in its capacity as such.
                  (d) To the extent permitted by applicable law, the Borrower shall not
                     assert, and hereby waives, any claim against any Indemnitee, on any
                     theory of liability, for special, indirect, consequential or punitive
                     damages (as opposed to direct or actual damages) arising out of, in
                     connection with, or as a result of, this Agreement, any other Loan
                     Document or any agreement or instrument contemplated hereby or
                     thereby, the Transactions, any Loan or Letter of Credit or the use of
                     the proceeds thereof.
                  (e) All amounts due under this Section shall be payable not later
                     than fifteen (15) days after written demand therefor.
         52
      SECTION 9.04. Successors and Assigns.  (a) The provisions of this Agreement shall be binding upon and
                     inure to the benefit of the parties hereto and their respective
                     successors and assigns permitted hereby (including any Affiliate of
                     an Issuing Bank that issues any Letter of Credit), except that (i)
                     the Borrower may not assign or otherwise transfer any of its rights
                     or obligations hereunder without the prior written consent of each
                     Lender (and any attempted assignment or transfer by the Borrower
                     without such consent shall be null and void) and (ii) no Lender
                     (including any Issuing Bank) may assign or otherwise transfer its
                     rights or obligations hereunder except in accordance with this
                     Section. Nothing in this Agreement, expressed or implied, shall be
                     construed to confer upon any Person (other than the parties hereto,
                     their respective successors and assigns permitted hereby (including
                     any Affiliate of the relevant Issuing Bank that issues any Letter of
                     Credit), Participants (to the extent provided in paragraph (c) of
                     this Section) and, to the extent expressly contemplated hereby, the
                     Related Parties of each of the Administrative Agent, the Issuing
                     Banks and the Lenders) any legal or equitable right, remedy or claim
                     under or by reason of this Agreement.
                  (b)(i) Subject to the conditions set forth in paragraph
                              (b)(ii) below, any Lender may assign to one or more assignees all or
                              a portion of its rights and obligations under this Agreement
                              (including all or a portion of its Commitment and the Loans at the
                              time owing to it) with the prior written consent (such consent not to
                              be unreasonably withheld) of:(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment
                              to a Lender, an Affiliate of a Lender, an Approved Fund or, if an
                              Event of Default has occurred and is continuing, any other assignee;
                              and(B) the Administrative Agent.(ii) Assignments shall be subject to the following additional conditions:(A) except in the case of an assignment to a Lender or an
                              Affiliate of a Lender or an assignment of the entire remaining amount
                              of the assigning Lender's Commitment or Loans of any Class, the
                              amount of the Commitment or Loans of the assigning Lender subject to
                              each such assignment (determined as of the date the Assignment and
                              Assumption with respect to such assignment is delivered to the
                              Administrative Agent) shall not be less than $5,000,000 unless each
                              of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event
                              of Default has occurred and is continuing;(B) each partial assignment shall be made as an
                              assignment of a proportionate part of all the assigning Lender's
                              rights and obligations under this Agreement, provided that this
                              clause shall not be construed to prohibit the assignment of a
                              proportionate part of all the assigning Lender's rights and
                              obligations in respect of one Class of Commitments or Loans;(C) the parties to each assignment shall execute and
                              deliver to the Administrative Agent an Assignment and Assumption,
                              together with a processing and recordation fee of $3,500; and(D) the assignee, if it shall not be a Lender, shall
                              deliver to the Administrative Agent an Administrative Questionnaire.For the purposes of this Section 9.04(b), the term "Approved Fund" has the following meaning:
                  "Approved Fund" means any Person (other than a natural person) that is engaged in
                     making, purchasing, holding or investing in bank loans and similar
                     extensions of credit in the ordinary course of its business and that
                     is administered or managed by (a) a Lender, (b) an Affiliate of a
                     Lender or (c) an entity or an Affiliate of an entity that administers
                     or manages a Lender.
                  (iii) Subject to acceptance and recording thereof pursuant to
                     paragraph (b)(iv) of this Section, from and after the effective date
                     specified in each Assignment and Assumption the assignee thereunder
                     shall be a party hereto and, to the extent of the interest assigned
                     by such Assignment and Assumption, have the rights and obligations of
                     a Lender under this Agreement, and the assigning Lender thereunder
                     shall, to the extent of the interest assigned by such Assignment and
                     Assumption, be released from its obligations under this Agreement
                     (and, in the case of an Assignment and Assumption covering all of the
                     assigning Lender's rights and obligations under this Agreement, such
                     Lender shall cease to be a party hereto but shall continue to be
                     entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
                     assignment or transfer by a Lender of rights or obligations under
                     this
         53
      Agreement that does not comply with this Section 9.04 shall be
                     treated for purposes of this Agreement as a sale by such Lender of a
                     participation in such rights and obligations in accordance with
                     paragraph (c) of this Section.
                  (iv) The Administrative Agent, acting for this purpose as an agent of
                     the Borrower, shall maintain at one of its offices a copy of each
                     Assignment and Assumption delivered to it and a register for the
                     recordation of the names and addresses of the Lenders, and the
                     Commitment of, and principal amount of the Loans and LC Disbursements
                     owing to, each Lender pursuant to the terms hereof from time to time
                     (the "Register"). The entries in the Register shall be conclusive, and the
                     Borrower, the Administrative Agent, the Issuing Banks and the Lenders
                     may treat each Person whose name is recorded in the Register pursuant
                     to the terms hereof as a Lender hereunder for all purposes of this
                     Agreement, notwithstanding notice to the contrary. The Register shall
                     be available for inspection by the Borrower, any Issuing Bank and any
                     Lender, at any reasonable time and from time to time upon reasonable
                     prior notice.
                  (v) Upon its receipt of a duly completed Assignment and Assumption
                     executed by an assigning Lender and an assignee, the assignee's
                     completed Administrative Questionnaire (unless the assignee shall
                     already be a Lender hereunder), the processing and recordation fee
                     referred to in paragraph (b) of this Section and any written consent
                     to such assignment required by paragraph (b) of this Section, the
                     Administrative Agent shall accept such Assignment and Assumption and
                     record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have
                     failed to make any payment required to be made by it pursuant to
                     Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the
                     Administrative Agent shall have no obligation to accept such
                     Assignment and Assumption and record the information therein in the
                     Register unless and until such payment shall have been made in full,
                     together with all accrued interest thereon. No assignment shall be
                     effective for purposes of this Agreement unless it has been recorded
                     in the Register as provided in this paragraph.
                  (c)      (i) Any Lender may, without the consent of the Borrower, the
                     Administrative Agent, the Issuing Banks or the Swingline Lender, sell
                     participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under
                     this Agreement (including all or a portion of its Commitment and the
                     Loans owing to it); provided that (A) such Lender's obligations under
                     this Agreement shall remain unchanged, (B) such Lender shall remain
                     solely responsible to the other parties hereto for the performance of
                     such obligations and (C) the Borrower, the Administrative Agent, the
                     Issuing Banks and the other Lenders shall continue to deal solely and
                     directly with such Lender in connection with such Lender's rights and
                     obligations under this Agreement. Any agreement or instrument
                     pursuant to which a Lender sells such a participation shall provide
                     that such Lender shall retain the sole right to enforce this
                     Agreement and to approve any amendment, modification or waiver of any
                     provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
                     not, without the consent of the Participant, agree to any amendment,
                     modification or
                     waiver described in the first proviso to Section 9.02(b) that affects
                     such Participant. Subject to paragraph (c)(ii) of this Section, the
                     Borrower agrees that each Participant shall be entitled to the
                     benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it
                     were a Lender and had acquired its interest by assignment pursuant to
                     paragraph (b) of this Section. To the extent permitted by law, each
                     Participant also shall be entitled to the benefits of Section 9.08 as
                     though it were a Lender, provided such Participant agrees to be
                     subject to Section 2.18(c) as though it were a Lender.
                  (ii)      A Participant shall not be entitled to receive any greater
                     payment under Section 2.15 or 2.17 than the applicable Lender would
                     have been entitled to receive with respect to the participation sold
                     to such Participant, unless the sale of the participation to such
                     Participant is made with the Borrower's prior written consent. A
                     Participant that would be a Foreign Lender if it were a Lender shall
                     not be entitled to the benefits of Section 2.17 unless the Borrower
                     is notified of the participation sold to such Participant and such
                     Participant agrees, for the benefit of the Borrower, to comply with
                     Section 2.17(e) as though it were a Lender.
                  (d)      Any Lender may at any time pledge or assign a security
                     interest in all or any portion of its rights under this Agreement to
                     secure obligations of such Lender, including without limitation any
                     pledge or assignment to secure obligations to a Federal Reserve Bank,
                     and this Section shall not apply to any such pledge or assignment of
                     a security interest; provided that no such pledge or assignment of a
                     security interest shall release a Lender from any of its obligations
                     hereunder or substitute any such pledgee or assignee for such Lender
                     as a party hereto.
                  SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by
                     the Loan Parties in the Loan Documents and in the certificates or
                     other instruments delivered in connection with or pursuant to this
                     Agreement or any other Loan Document shall be considered to have been
                     relied upon by the other parties hereto and shall survive the
                     execution and delivery of the Loan Documents and the making of any
                     Loans and issuance of any Letters of Credit, regardless of any
                     investigation made by any such other party or on its behalf and
                     notwithstanding that the Administrative Agent, any Issuing Bank or
                     any Lender may have had notice or knowledge of any Default or
                     incorrect representation or warranty at the time any credit is
                     extended hereunder, and shall continue in full force and effect as
                     long as the principal of or any accrued interest on any Loan or any
                     fee or any other amount payable under this Agreement or any other
                     Loan Document is outstanding and unpaid or any
         54
      Letter of Credit is outstanding and so long as the Commitments have
                     not expired or terminated. The provisions of Sections 2.15, 2.16,
                     2.17 and 9.03 and Article VIII shall survive and remain in full force
                     and effect regardless of the consummation of the transactions
                     contemplated hereby, the repayment of the Loans, the expiration or
                     termination of the Letters of Credit and the Commitments or the
                     termination of this Agreement or any other Loan Document or any
                     provision hereof or thereof.
                  SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement, the other Loan Documents and any separate letter
                     agreements with respect to fees payable to the Administrative Agent
                     constitute the entire contract among the parties relating to the
                     subject matter hereof and supersede any and all previous agreements
                     and understandings, oral or written, relating to the subject matter
                     hereof. Except as provided in Section 4.01, this Agreement shall
                     become effective when the Restatement Amendment has been executed by
                     the Borrower, the "Required Lenders" under the Existing Credit
                     Agreement and the Administrative Agent.
                  SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or
                     unenforceable in any jurisdiction shall, as to such jurisdiction, be
                     ineffective to the extent of such invalidity, illegality or
                     unenforceability without affecting the validity, legality and
                     enforceability of the remaining provisions hereof; and the invalidity
                     of a particular provision in a particular jurisdiction shall not
                     invalidate such provision in any other jurisdiction.
                  SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each
                     Lender and each of its Affiliates is hereby authorized at any time
                     and from time to time, to the fullest extent permitted by law, to set
                     off and apply any and all deposits (general or special, time or
                     demand, provisional or final) at any time held and other obligations
                     at any time owing by such Lender or Affiliate to or for the credit or
                     the account of the Borrower against any of and all Secured
                     Obligations held by such Lender, irrespective of whether or not such
                     Lender shall have made any demand under the Loan Documents and
                     although such obligations may be unmatured. The applicable Lender
                     shall notify the Borrower and the Administrative Agent of such
                     set-off or application; provided that any failure to give or any
                     delay in giving such notice shall not affect the validity of any such
                     set-off or application under this Section. The rights of each Lender
                     under this Section are in addition to other rights and remedies
                     (including other rights of setoff) which such Lender may have.
                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.  (a) This Agreement shall be construed in accordance with and
                     governed by the law of the State of New York.
                  (b) Each of the parties hereto hereby irrevocably and unconditionally
                     submits, for itself and its property, to the nonexclusive
                     jurisdiction of the Supreme Court of the State of New York sitting in
                     New York County and of the United States District Court of the
                     Southern District of New York, and any appellate court from any
                     thereof, in any action or proceeding arising out of or relating to
                     this Agreement, or for recognition or enforcement of any judgment,
                     and each of the parties hereto hereby irrevocably and unconditionally
                     agrees that all claims in respect of any such action or proceeding
                     may be heard and determined in such New York State or, to the extent
                     permitted by law, in such Federal court. Each of the parties hereto
                     agrees that a final judgment in any such action or proceeding shall
                     be conclusive and may be enforced in other jurisdictions by suit on
                     the judgment or in any other manner provided by law. Nothing in this
                     Agreement or any other Loan Document shall affect any right that the
                     Administrative Agent, any Issuing Bank or any Lender may otherwise
                     have to bring any action or proceeding relating to this Agreement
                     against the Borrower or its properties in the courts of any
                     jurisdiction.
                  (c) Each of the parties hereto hereby irrevocably and unconditionally
                     waives, to the fullest extent it may legally and effectively do so,
                     any objection which it may now or hereafter have to the laying of
                     venue of any suit, action or proceeding arising out of or relating to
                     this Agreement or any other Loan Document in any court referred to in
                     paragraph (b) of this Section. Each of the parties hereto hereby
                     irrevocably waives, to the fullest extent permitted by law, the
                     defense of an inconvenient forum to the maintenance of such action or
                     proceeding in any such court.
                  (d) Each party to this Agreement irrevocably consents to service of
                     process in the manner provided for notices in Section 9.01. Nothing
                     in this Agreement or any other Loan Document will affect the right of
                     any party to this Agreement to serve process in any other manner
                     permitted by law.
                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
                     APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
                     PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
                     AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
                     HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
                     THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
                     AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
                     OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
                     LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
                     THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
                     THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
                     CERTIFICATIONS IN THIS SECTION.
         55
      SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein
                     are for convenience of reference only, are not part of this Agreement
                     and shall not affect the construction of, or be taken into
                     consideration in interpreting, this Agreement.
                  SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders
                     will (a) use the Information (as defined below) solely for the
                     purpose of providing the services described herein and consummating
                     the Transactions, including disclosure to prospective Lenders for the
                     purpose of participation in this Agreement (provided that any such
                     permitted disclosure shall be pursuant to confidentiality
                     arrangements acceptable to the Borrower and the Administrative
                     Agent), (b) treat such Information with the same degree of care as
                     they treat their own confidential information but, in any case, not
                     less than a reasonable standard of care and (c) otherwise treat such
                     Information as confidential and not disclose such Information except
                     that Information may be disclosed (i) to its and its Affiliates
                     directors, officers, employees and agents, including accountants,
                     legal counsel and other advisors (it being understood that the
                     Persons to whom such disclosure is made will be informed of the
                     confidential nature of such Information and instructed to keep such
                     Information confidential), (ii) to the extent requested by any
                     regulatory authority, (iii) to the extent required by applicable laws
                     or regulations or by any subpoena or similar legal process, (iv) in
                     connection with performing the services described herein and
                     consummating the Transactions, all to the extent described in the
                     foregoing clause (a), (v) in connection with the exercise of any
                     remedies hereunder or any suit, action or proceeding relating to this
                     Agreement or any other Loan Document or the enforcement of rights
                     hereunder or thereunder, (vi) subject to an agreement containing
                     provisions substantially the same as those of this Section, to (A)
                     any assignee of or Participant in, or any prospective assignee of or
                     Participant in, any of its rights or obligations under this Agreement
                     or (B) any actual or prospective counterparty (or its advisors) to
                     any swap or derivative transaction relating to the Borrower and its
                     obligations, (vii) with the consent of the Borrower, (viii) to any
                     other party to this Agreement or (ix) to the extent such Information
                     (A) becomes publicly available other than as a result of a breach of
                     this Section or (B) becomes available to the Administrative Agent,
                     any Issuing Bank or any Lender on a nonconfidential basis from a
                     source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower relating to the
                     Borrower or its business, other than any such information that is
                     available to the Administrative Agent, any Issuing Bank or any Lender
                     on a nonconfidential basis prior to disclosure by the Borrower. Any
                     Person required to maintain the confidentiality of Information as
                     provided in this Section shall be considered to have complied with
                     its obligation to do so if such Person has exercised the same degree
                     of care to maintain the confidentiality of such Information as such
                     Person would accord to its own confidential information.
                  SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot
                     Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
                     (the "Act") hereby notifies the Borrower that pursuant to the requirements of
                     the Act, it is required to obtain, verify and record information that
                     identifies the Borrower, which information includes the name and
                     address of the Borrower and other information that will allow such
                     Lender to identify the Borrower in accordance with the Act.
                  SECTION 9.14. Disclosure. The Borrower and each Lender hereby acknowledges and agrees that
                     the Administrative Agent and/or its Affiliates from time to time may
                     hold investments in, make other loans to or have other relationships
                     with any of the Loan Parties and their respective Affiliates.
                  SECTION 9.15. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the
                     purpose of perfecting Liens, for the benefit of the Administrative
                     Agent and the Lenders, in assets which, in accordance with Article 9
                     of the UCC or any other applicable law can be perfected only by
                     possession. Should any Lender (other than the Administrative Agent)
                     obtain possession
                     of any such Collateral, such Lender shall notify the Administrative
                     Agent thereof, and, promptly upon the Administrative Agent's request
                     therefor shall deliver such Collateral to the Administrative Agent or
                     otherwise deal with such Collateral in accordance with the
                     Administrative Agent's instructions.
         56
      SCHEDULE 2.01
                  COMMITMENTS
                  LENDER
                           
                           
                           COMMITMENTJPMORGAN CHASE BANK, N.A.
                           
                           
                           $15,000,000BANK OF AMERICA, N.A.
                           
                           
                           $12,000,000WACHOVIA BANK, NATIONAL ASSOCIATION
                           
                           
                           $12,000,000PNC BANK, NATIONAL ASSOCIATION
                           
                           
                           $12,000,000COMMERCE BANK, N.A.
                           
                           
                           $9,000,000TOTAL COMMITMENTS
                           
                           
                           $60,000,000
      d26989_2-06.jpg
      d26989_letters.jpg
      SCHEDULE 3.01
                  Subsidiaries
                  Name
                        
                        
                        State of OrganizationCole 57th Street, LLC
                        
                        
                        DECole 610 Fifth Avenue, LLC
                        
                        
                        DECole Broadway, Inc.
                        
                        
                        NYCole Camarillo, LLC
                        
                        
                        DECole Dawsonville, Inc.
                        
                        
                        DECole Grant, Inc.
                        
                        
                        DECole Jersey Gardens LLC
                        
                        
                        DECole Las Vegas, Inc.
                        
                        
                        DECole Pike, Inc.
                        
                        
                        DECole Riverhead, Inc.
                        
                        
                        DECole SFC, LLC
                        
                        
                        DECole South Beach, Inc.
                        
                        
                        FLCole South Side, LLC
                        
                        
                        DECole Tempe, LLC
                        
                        
                        DECole Tyson, Inc.
                        
                        
                        VACole Venetian, LLC
                        
                        
                        DECole Viejo LLC
                        
                        
                        DECole Waikele, Inc.
                        
                        
                        NYIP Holdings B.V.
                        
                        
                        NLKCP Beneficiary Services, LLC
                        
                        
                        DEKCP Trust Services, LLC
                        
                        
                        DEKenneth Cole Asia, Inc.
                        
                        
                        DEKenneth Cole Caribbean, Inc.
                        
                        
                        PRKenneth Cole Catalog, Inc.
                        
                        
                        VAKenneth Cole International Services, LLC
                        
                        
                        DEKenneth Cole Productions (LIC), LLC
                        
                        
                        DEKenneth Cole Productions, L.P.
                        
                        
                        DEKenneth Cole Services (New York), LLC
                        
                        
                        DEKenneth Cole Services, Inc.
                        
                        
                        DEKenneth Cole, Inc.
                        
                        
                        NYKenneth Productions, Inc.
                        
                        
                        DEKenth Limited
                        
                        
                        HKLe Tigre Consumer Direct, Inc.
                        
                        
                        DELe Tigre Financial, Inc.
                        
                        
                        VARiviera Holding L.L.C.
                        
                        
                        DEKenneth Cole Canada, Inc.
                        
                        
                        CanadaKCP Consulting (Dongguan) Co. Ltd.
                        
                        
                        PRC
      SCHEDULE 3.06
                  Disclosed Matters
                  
                  
                  None.
      SCHEDULE 3.17
                  Credit Card Processors
                  First Data Merchant Services is the credit card processor for Kenneth
                     Cole Productions, Inc. The address for First Data Merchant Services
                     is 6902 Pine Street PS31, Omaha, NE 68106.
      SCHEDULE 6.01
                  Existing Indebtedness
                  None.
      SCHEDULE 6.02
                  Existing Liens
                  Security interest granted to The CIT Group/Commercial Services, Inc.
                     pursuant to the Receivables Management Agreement, dated November 20,
                     2008, but subject to, and as modified by, the Agreement and
                     Intercreditor Agreement related thereto among Kenneth Cole
                     Productions, L.P., The CIT Group/Commercial Services, Inc. and the
                     Administrative Agent.