**Exhibit
      10.31**




CREDIT
                AGREEMENT
              
              
              dated
                as of
              
              
              December
                20, 2006
              
              
              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, NATIONAL ASSOCIATION
              as
                Administrative Agent
              
              
              
              J.P.
                  MORGAN SECURITIES INC.
                as
                  Sole Bookrunner and Sole Lead Arranger










TABLE
        OF
        CONTENTS
 
 Page
 
  ARTICLE
        I
 Definitions
  SECTION
                    1.01.
                Defined
                    Terms
                1SECTION
                    1.02.
                Classification
                    of Loans and Borrowings
                16SECTION
                    1.03.
                Terms
                    Generally
                16SECTION
                    1.04.
                Accounting
                    Terms; GAAP
                16
  ARTICLE
          II
 The
          Credits
  SECTION
                    2.01.
                Commitments
                17SECTION
                    2.02.
                Loans
                    and Borrowings
                17SECTION
                    2.03.
                Requests
                    for Revolving Borrowings
                18SECTION
                    2.04.
                Intentionally
                    Omitted.
                18SECTION
                    2.05.
                Swingline
                    Loans
                18SECTION
                    2.06.
                Letters
                    of Credit
                19SECTION
                    2.07.
                Funding
                    of Borrowings
                23SECTION
                    2.08.
                Interest
                    Elections
                24SECTION
                    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
                29SECTION
                    2.15.
                Increased
                    Costs
                29SECTION
                    2.16.
                Break
                    Funding Payments
                30SECTION
                    2.17.
                Taxes
                31SECTION
                    2.18.
                Payments
                    Generally; Pro Rata Treatment; Sharing of Set-offs.
                32SECTION
                    2.19.
                Mitigation
                    Obligations; Replacement of Lenders
                33SECTION
                    2.20.
                Expansion
                    Option
                34
  ARTICLE
          III
 Representations
          and Warranties
  SECTION
                    3.01.
                Organization;
                    Powers; Subsidiaries
                35SECTION
                    3.02.
                Authorization;
                    Enforceability
                35SECTION
                    3.03.
                Governmental
                    Approvals; No Conflicts
                35SECTION
                    3.04.
                Financial
                    Condition; No Material Adverse Change
                36SECTION
                    3.05.
                Properties
                36SECTION
                    3.06.
                Litigation
                    and Environmental Matters
                36SECTION
                    3.07.
                Compliance
                    with Laws and Agreements
                37SECTION
                    3.08.
                Investment
                    and Holding Company Status
                37


SECTION
                    3.09.
                Taxes
                37SECTION
                    3.10.
                ERISA
                37SECTION
                    3.11.
                Disclosure
                37SECTION
                    3.12.
                Federal
                    Reserve Regulations
                37SECTION
                    3.13.
                Liens
                37SECTION
                    3.14.
                No
                    Default
                38
  ARTICLE
          IV
 Conditions
  SECTION
                    4.01.
                Effective
                    Date
                38SECTION
                    4.02.
                Each
                    Credit Event
                39
  ARTICLE
          V
 Affirmative
          Covenants
  SECTION
                    5.01.
                Financial
                    Statements and Other Information
                40SECTION
                    5.02.
                Notices
                    of Material Events
                41SECTION
                    5.03.
                Existence;
                    Conduct of Business
                41SECTION
                    5.04.
                Payment
                    of Obligations
                41SECTION
                    5.05.
                Maintenance
                    of Properties; Insurance
                42SECTION
                    5.06.
                Books
                    and Records; Inspection Rights
                42SECTION
                    5.07.
                Compliance
                    with Laws; Compliance with Agreements
                42SECTION
                    5.08.
                Use
                    of Proceeds and Letters of Credit
                42SECTION
                    5.09.
                Subsidiary
                    Guaranty
                42
  ARTICLE
          VI
 Negative
          Covenants
  SECTION
                    6.01.
                Indebtedness
                43SECTION
                    6.02.
                Liens
                44SECTION
                    6.03.
                Fundamental
                    Changes
                44SECTION
                    6.04.
                Investments,
                    Loans, Advances, Guarantees and Acquisitions
                45SECTION
                    6.05.
                Swap
                    Agreements
                46SECTION
                    6.06.
                Transactions
                    with Affiliates
                46SECTION
                    6.07.
                Restricted
                    Payments
                46SECTION
                    6.08.
                Restrictive
                    Agreements
                46SECTION
                    6.09.
                Changes
                    in Fiscal Year
                47SECTION
                    6.10.
                Sale
                    and Leaseback Transactions
                47SECTION
                    6.11.
                Financial
                    Covenant.
                47
  
  ARTICLE
          VII
 Events
          of
          Default
   ARTICLE
          VIII
 The
          Administrative Agent
   ARTICLE
          IX
 Miscellaneous
  SECTION
                      9.01.
                  Notices
                  51SECTION
                      9.02.
                  Waivers;
                      Amendments
                  52SECTION
                      9.03.
                  Expenses;
                      Indemnity; Damage Waiver
                  53SECTION
                      9.04.
                  Successors
                      and Assigns
                  54SECTION
                      9.05.
                  Survival
                  57SECTION
                      9.06.
                  Counterparts;
                      Integration; Effectiveness
                  58SECTION
                      9.07.
                  Severability
                  58SECTION
                      9.08.
                  Right
                      of Setoff
                  58SECTION
                      9.09.
                  Governing
                      Law; Jurisdiction; Consent to Service of Process
                  58SECTION
                      9.10.
                  WAIVER
                      OF JURY TRIAL
                  59SECTION
                      9.11.
                  Headings
                  59SECTION
                      9.12.
                  Confidentiality
                  59SECTION
                      9.13.
                  USA
                      PATRIOT Act
                  60


SCHEDULES:Schedule
                2.01 - CommitmentsSchedule
                2.06 - Existing Letters of CreditSchedule
                3.01 - SubsidiariesSchedule
                3.06 - Disclosed MattersSchedule
                6.01 - Existing IndebtednessSchedule
                6.02 - Existing LiensEXHIBITS:Exhibit
                A-
                Form of Assignment and AssumptionExhibit
                B-1 - Form of Opinion of Loan Parties’ Special U.S.
                CounselExhibit
                B-2 - Form of Opinion of Loan Parties’ General CounselExhibit
                B-3 - Form of Opinion of Loan Parties’ Special Bahamas
                CounselExhibit
                C - Form of Increasing Lender SupplementExhibit
                D - Form of Augmenting Lender SupplementExhibit
                E - List of Closing DocumentsExhibit
                F-
                Form of Subsidiary Guaranty








CREDIT
      AGREEMENT (this “ Agreement ”)
      dated
      as of December 20, 2006 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, NATIONAL ASSOCIATION, as Administrative Agent.




The
      parties hereto agree as follows:






Definitions




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.




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




“ Administrative
      Agent ”
means
      JPMorgan Chase Bank, National Association, in its capacity as administrative
      agent for the Lenders hereunder.




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




“ Affiliate ”
means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.




“ Alternate
      Base Rate ”
means,
      for any day, a rate per annum equal to the greater of (a) the Prime Rate in
      effect on such day and (b) the Federal Funds Effective Rate in effect on such
      day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change in the
      Prime Rate or the Federal Funds Effective Rate shall be effective from and
      including the effective date of such change in the Prime Rate or the Federal
      Funds Effective Rate, respectively.




“ Applicable
      Percentage ”
means,
      with respect to any Lender, the percentage of the total Commitments represented
      by such Lender’s Commitment. 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.




1




“ Applicable
      Rate ”
means,
      for any day, with respect to any Eurodollar Revolving Loan, or with respect
      to
      the facility 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
      “Eurodollar Spread”, “Facility Fee Rate” or “Commercial Letter of Credit Rate”,
      as the case may be, based upon the Leverage Ratio applicable on such
      date:




Leverage
                Ratio:
            Eurodollar
              Spread
            Facility
                Fee
              Rate
            Commercial
                Letter
              of
                CreditRateCategory
                1:≤
                1.00 to 1.00
            0.40%
            0.10%
            0.16%Category
                2:>1.00
                to 1.00
              but
              ≤
                1.50 to 1.00
            0.50%
            0.15%
            0.20%Category
                3:>1.50
                to 1.00
            0.625%
            0.175%
            0.25%





For
      purposes of the foregoing,




(i) if
      at any
      time the Borrower fails to deliver the Financials on or before the date the
      Financials are due pursuant to Section 5.01, Category 3 shall be deemed
      applicable for the period commencing five (5) Business Days after such required
      date of delivery and ending on the date which is five (5) Business Days after
      the Financials are actually delivered, after which the Category shall be
      determined in accordance with the table above as applicable;




(ii) adjustments,
      if any, to the Category then in effect shall be effective five (5) Business
      Days
      after the Administrative Agent has received the applicable Financials (it being
      understood and agreed that each change in Category shall apply during the period
      commencing on the effective date of such change and ending on the date
      immediately preceding the effective date of the next such change) ;
      and




(iii) notwithstanding
      the foregoing, Category 1 shall be deemed to be applicable until the
      Administrative Agent’s receipt of the applicable Financials for the Borrower’s
      fiscal year ending on or about December 31, 2006 and adjustments to the Category
      then in effect shall thereafter be effected in accordance with the preceding
      paragraphs .




“ 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.




2




“ 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 or (b) a Swingline Loan.




“ 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 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.




“ 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 or Swingline
      Loans.




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




3




“ 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; or (iv) any executor,
      administrator or personal representative of the estate of a Member.




“ Commitment ”
means,
      with respect to each Lender, the commitment of such Lender to make Revolving
      Loans and to acquire participations in Letters of Credit and Swingline Loans
      hereunder, expressed as an amount representing the maximum 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 pursuant to which such Lender shall have assumed
      its Commitment, as applicable. The initial aggregate amount of the Lenders’
Commitments is $100,000,000.




“ 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 employee
      stock
      options *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.




4




“ 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.




“ Consolidated
      Total Indebtedness ”
means
      at any time the sum, without duplication, of the aggregate Indebtedness of
      the
      Borrower and its Consolidated Subsidiaries calculated on a consolidated basis
      as
      of such time in accordance with GAAP (but only including, with respect to issued
      and outstanding Letters of Credit under which an LC Disbursement has been made
      by the relevant Issuing Bank, any unreimbursed amounts in respect
      thereof).




“ 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.




“ Credit
      Event ”
means
      a
      Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of
      the
      foregoing.




“ 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.




“ Disclosed
      Matters ”
means
      the actions, suits and proceedings and the environmental matters disclosed
      in
      Schedule 3.06.




“ 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).




5




“ 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.




“ 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.




6




“ 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
      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).




“ 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).




“ 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.




“ 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.




7




“ 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.




“ 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 therefore 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 therefore.




8




“ 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.




“ Interest
      Payment Date ”
means
      (a) with respect to any ABR Loan (other than a Swingline Loan), the last day
      of
      each March, June, September and December, (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 (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.




“ Issuing
      Bank ”
means,
      as the context may require, (a) JPMorgan Chase Bank, National Association,
      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.




“ 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.




9




“ 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 Page 3750 of the Dow Jones Market Service (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.




“ 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.




“ Loans ”
means
      the loans made by the Lenders to the Borrower pursuant to this
      Agreement.




“ Loan
      Documents ”
means
      this Agreement, the Subsidiary Guaranty, any promissory notes executed and
      delivered pursuant to Section 2.10(e) and any and all other instruments and
      documents executed and delivered in connection with any of the
      foregoing.




“ Loan
      Parties ”
means,
      collectively, the Borrower and the Subsidiary Guarantors.




“ Material
      Adverse Effect ”
means
      a
      material adverse effect on (a) the business, assets, property, condition
      (financial or otherwise) or prospects of the Borrower and the Subsidiaries
      taken
      as a whole or (b) the validity or enforceability of this Agreement any or any
      and all other Loan Documents or the rights or remedies of the Administrative
      Agent and the Lenders thereunder.




10




“ Material
      Subsidiaries ”
means
      (A) Kenneth Cole Productions (LIC), Inc., a corporation organized under the
      laws
      of the Bahamas, and (B) each Domestic 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 Domestic Subsidiaries that are not Material 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 Domestic Subsidiaries as “Material Subsidiaries” to
      eliminate such excess, and such designated Subsidiaries shall for all purposes
      of this Agreement constitute Material 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.




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




“ Multiemployer
      Plan ”
means
      a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA.




“ Obligations ”
means
      all 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 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 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 execution, delivery or enforcement of, or otherwise with
      respect to, this Agreement.




“ Participant ”
has
      the
      meaning set forth in Section 9.04.




11




“ 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
      Encumbrances ”
      means:




*Liens
      imposed by law for taxes that are not yet due or are being contested in
      compliance with Section 5.04;*




*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;*




*pledges
      and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
      regulations;*




*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;*




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




12




*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 one year 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;




(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; and




(f)
      investments in auction rate securities that are rated AAA by S&P and Aaa by
      Moody’s.




“ 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.




“ Pro
      Forma Basis ”
means
      a
      pro forma basis in accordance with GAAP and Regulation S-X under the Securities
      Act of 1933, as amended.




13




“ Prime
      Rate ”
means
      the rate of interest per annum publicly announced from time to time by JPMorgan
      Chase Bank, National Association 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.




“ 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.




“ 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.




“ Restricted
      Payment ”
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 option, warrant or other right to acquire any such Equity
      Interests in the Borrower.




“ Revolving
      Credit Exposure ”
means,
      with respect to any Lender at any time, the sum of the outstanding principal
      amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
      Exposure 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.




“ 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.




14




“ 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 Material Subsidiary. The Subsidiary Guarantors on the Effective Date are
      identified as such in Schedule
      3.01 hereto.




“ Subsidiary
      Guaranty ”
means
      that certain 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
      therefore), 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, National Association, in its capacity as lender of
      Swingline Loans hereunder.




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




“ Taxes ”
means
      any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.




15




“ Transactions ”
means
      the execution, delivery and performance by the Loan Parties of this Agreement
      and the other 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.




“ 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.




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”).




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.




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.




16




The
      Credits




Commitments. 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 total
      Commitments. Within the foregoing limits and subject to the terms and conditions
      set forth herein, the Borrower may borrow, prepay and reborrow Revolving
      Loans.




Loans
      and Borrowings . **i)** Each
      Revolving Loan shall be made as part of a Borrowing consisting of Revolving
      Loans made by the Lenders ratably in accordance with their respective
      Commitments. 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.




*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.*




*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. At the time that each ABR Revolving
      Borrowing is made, such Borrowing shall be in an aggregate amount that is an
      integral multiple of $250,000 and not less than $1,000,000;* *provided* *that
      an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
      entire unused balance of the total Commitments or that is required to finance
      the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).
      Each
      Swingline Loan shall be in an amount that is an integral multiple of $250,000
      and not less than $500,000. 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.*




*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.*




17




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:




the
      aggregate amount of the requested Borrowing;




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




whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




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




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.




Intentionally
      Omitted .




Swingline
      Loans . ii) Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans in Dollars to the Borrower from time to time during the
      Availability Period, in an aggregate principal amount at any time outstanding
      that will not result in (i) the aggregate principal amount of outstanding
      Swingline Loans exceeding $10,000,000 or (ii) the sum of the total Revolving
      Credit Exposures exceeding the total Commitments; provided that the
      Swingline Lender shall not be required to make a Swingline Loan to refinance
      an
      outstanding Swingline Loan. Within the foregoing limits and subject to the
      terms
      and conditions set forth herein, the Borrower may borrow, prepay and reborrow
      Swingline Loans.




*To
      request a Swingline Loan, the Borrower shall notify the Administrative Agent
      of
      such request by telephone (confirmed by telecopy), not later than 12:00 noon,
      New York City time, on the day of a proposed Swingline Loan. Each such notice
      shall be irrevocable and shall specify the requested date (which shall be a
      Business Day) and amount of the requested Swingline Loan. The Administrative
      Agent will promptly advise the Swingline Lender of any such notice received
      from
      the Borrower. The Swingline Lender shall make each Swingline Loan available
      to
      the Borrower by means of a credit to the general deposit account of the Borrower
      with the Swingline Lender (or, in the case of a Swingline Loan made to finance
      the reimbursement of an LC Disbursement as provided in Section 2.06(e), by
      remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time,
      on
      the requested date of such Swingline Loan.*




18




*The
      Swingline Lender may by written notice given to the Administrative Agent not
      later than 10:00 a.m., New York City time, on any Business Day require the
      Lenders to acquire participations on such Business Day in all or a portion
      of
      the Swingline Loans outstanding. Such notice shall specify the aggregate amount
      of Swingline Loans in which Lenders will participate. Promptly upon receipt
      of
      such notice, the Administrative Agent will give notice thereof to each Lender,
      specifying in such notice such Lender’s Applicable Percentage of such Swingline
      Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon
      receipt of notice as provided above, to pay to the Administrative Agent, for
      the
      account of the Swingline Lender, such Lender’s Applicable Percentage of such
      Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation
      to acquire participations in Swingline Loans pursuant to this paragraph is
      absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including the occurrence and continuance of a Default or reduction
      or termination of the Commitments, and that each such payment shall be made
      without any offset, abatement, withholding or reduction whatsoever. Each Lender
      shall comply with its obligation under this paragraph by wire transfer of
      immediately available funds, in the same manner as provided in Section 2.07
      with
      respect to Loans made by such Lender (and Section 2.07 shall apply,* *mutatis* ** *mutandis* *,
      to
      the payment obligations of the Lenders), and the Administrative Agent shall
      promptly pay to the Swingline Lender the amounts so received by it from the
      Lenders. The Administrative Agent shall notify the Borrower of any
      participations in any Swingline Loan acquired pursuant to this paragraph, and
      thereafter payments in respect of such Swingline Loan shall be made to the
      Administrative Agent and not to the Swingline Lender. Any amounts received
      by
      the Swingline Lender from the Borrower (or other party on behalf of the
      Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
      of the proceeds of a sale of participations therein shall be promptly remitted
      to the Administrative Agent; any such amounts received by the Administrative
      Agent shall be promptly remitted by the Administrative Agent to the Lenders
      that
      shall have made their payments pursuant to this paragraph and to the Swingline
      Lender, as their interests may appear; provided that any such payment so
      remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
      as applicable, if and to the extent such payment is required to be refunded
      to
      the Borrower for any reason. The purchase of participations in a Swingline
      Loan
      pursuant to this paragraph shall not relieve the Borrower of any default in
      the
      payment thereof.*




Letters
      of Credit . iii)  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.




*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 amount of LC Exposure in respect of standby Letters of Credit shall not
        exceed $25,000,000 and (ii) the total Revolving Credit Exposures shall not
        exceed the total Commitments.*




19




*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.*




*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.*




*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 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.*




20




*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.*




21




*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.*




*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.*




*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
“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.*




*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 Lenders, an amount in cash equal to 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 obligations of the Borrower under this Agreement. The Administrative
        Agent shall have exclusive dominion and control, including the exclusive
        right
        of withdrawal, over such account. Other than any interest earned on the
        investment of such deposits, which investments shall be made at the option
        and
        sole 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 obligations of the Borrower under this Agreement. If the Borrower
        is required to provide an amount of cash collateral hereunder as a result
        of the
        occurrence of an Event of Default, such amount (to the extent not applied
        as
        aforesaid) shall be returned to the Borrower within three (3) Business Days
        after all Events of Default have been cured or waived.*




22




*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.*




Funding
      of Borrowings . iv) 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 an account of the Borrower maintained
      with the Administrative Agent in New York City and designated by the Borrower
      in
      the applicable Borrowing Request; provided that ABR
      Revolving Loans made to finance the reimbursement of an LC Disbursement as
      provided in Section 2.06(e) shall be remitted by the Administrative Agent to
      the
      relevant Issuing Bank.




23




*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 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.*




Interest
      Elections . v) 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, which may not be converted
      or continued.




*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).*




*Each
      telephonic and written Interest Election Request shall specify the following
      information in compliance with Section 2.02:*




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);




24




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




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




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.




*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.*




*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.*




Termination
      and Reduction of Commitments . b) Unless
      previously terminated, the Commitments shall terminate on the Maturity
      Date.




*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 total
      Commitments.*




*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.*




25




Repayment
      of Loans; Evidence of Debt . c) 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 and (ii) to the Swingline Lender the then
      unpaid principal amount of each Swingline Loan on the earlier of the Maturity
      Date and the first date after such Swingline Loan is made that is the 15th
      or
      last day of a calendar month and is at least two (2) Business Days after such
      Swingline Loan is made; provided that on
      each date that a Revolving Borrowing is made, the Borrower shall repay all
      Swingline Loans then outstanding.




*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.*




*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.*




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




*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).*




Prepayment
      of Loans .




*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 (b) of this Section.*




26




*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, (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 or (iii) in the case of prepayment
        of
        a Swingline Loan, not later than 12:00 noon, New York City time, on the date
        of
        prepayment. Each such notice shall be irrevocable*
 *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 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.*




Fees . d) The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a facility fee, which shall accrue at the Applicable Rate on the daily
      amount of the Commitment of such Lender (whether used or unused) during the
      period from and including the Effective Date to but excluding the date on which
      such Commitment terminates; provided that, if
      such Lender continues to have any Revolving Credit Exposure after its Commitment
      terminates, then such facility fee shall continue to accrue on the daily amount
      of such Lender’s Revolving Credit Exposure from and including the date on which
      its Commitment terminates to but excluding the date on which such Lender ceases
      to have any Revolving Credit Exposure. Accrued facility fees shall be payable
      in
      arrears on the last day of March, June, September and December of each year
      and
      on the date on which the Commitments terminate, commencing on the first such
      date to occur after the date hereof; provided that any
      facility fees accruing after the date on which the Commitments terminate shall
      be payable on demand. All facility fees shall be computed on the basis of a
      year
      of 360 days and shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day).




*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 such 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)
      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 March, June,
      September and December of each year shall be payable on the third
      (3* *rd* *)
      Business Day following such last day, commencing on the first such* *date
        to occur after the Effective Date;* *provided* *that
        all such fees shall be payable on the date on which the Commitments terminate
        and any such fees accruing after the date on which the Commitments terminate
        shall be payable on demand. Any other fees payable to any Issuing 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 (including
        the first day but excluding the last day).*




27




*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.*




*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 facility fees and
      participation fees, to the Lenders. Fees paid shall not be refundable under
      any
      circumstances.*




Interest . e) The
      Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear
      interest at the Alternate Base 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.*




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




*Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan and, in the case of Revolving Loans, 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 Revolving 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.*




*All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternate Base Rate at times when
      the
      Alternate Base Rate is based on the Prime Rate shall be computed on the basis
      of
      a year of 365 days (or 366 days in a leap year). 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.*




28




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




*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*




*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.




Increased
      Costs . f) If any
      Change in Law shall:




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




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.




*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.*


29




*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.*




*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.*




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(b) 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.




30




Taxes . g) 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 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.




*In
      addition, the Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.*




*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.*




*As
      soon as practicable after any payment of Indemnified Tax* *es
      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.*




*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.*




*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.*


31




Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs .




*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 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.*




*If
      at
      any time insufficient funds 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.*




*If
      any Lender shall, by exercising any right of set-off or counterclaim or
      otherwise, obtain payment in respect of any principal of or interest on any
      of
      its Revolving Loans or participations in LC Disbursements or Swingline Loans
      resulting in such Lender receiving payment of a greater proportion of the
      aggregate amount of its Revolving Loans and participations in LC Disbursements
      and Swingline Loans and accrued interest thereon than the proportion received
      by
      any other Lender, then the Lender receiving such greater proportion shall
      purchase (for cash at face value) participations in the Revolving Loans and
      participations in LC Disbursements and Swingline Loans of other Lenders to
      the
      extent necessary so that the benefit of all such payments shall be shared by
      the
      Lenders ratably in accordance with the aggregate amount of principal of and
      accrued interest on their respective Revolving Loans and participations in
      LC
      Disbursements and Swingline Loans; provided that (i) if any such participations
      are purchased and all or any portion of* *the
        payment giving rise thereto is recovered, such participations shall be rescinded
        and the purchase price restored to the extent of such recovery, without
        interest, and (ii) the provisions of this paragraph shall not be construed
        to
        apply to any payment made by 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 and Swingline Loans 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.*


32




*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.*




*If
      any Lender shall fail 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), then the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.*




Mitigation
      Obligations; Replacement of Lenders . h) 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.




33




*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 defaults in its obligation to fund Loans hereunder, 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.*




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 $150,000,000. 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.




34






Representations
      and Warranties




The
      Borrower represents and warrants to the Lenders that:




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, 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.




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.
      This
      Agreement 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.




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.




35




Financial
      Condition; No Material Adverse Change . **i)** 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, 2005 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 September 30, 2006, 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.




*Since
      December 31, 2005, 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.*




Properties . j) 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.




*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.*




Litigation
      and Environmental Matters . k) 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.




*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.*




36




*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.*




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.




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.




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.




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.




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
      this Agreement or delivered hereunder (as modified or supplemented by other
      information so furnished) contains any material misstatement of fact or omits
      to
      state any material fact necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading; provided that,
      with respect to projected financial information, the Borrower represents only
      that such information was prepared in good faith based upon assumptions believed
      to be reasonable at the time.




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.




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.




37




No
      Default .
      The
      Borrower is in full compliance with this Agreement and no Default or Event
      of
      Default has occurred and is continuing.






Conditions




Effective
      Date .
      The
      obligations of the Lenders to make Loans and of any Issuing Bank to issue
      Letters of Credit hereunder shall not become effective until the date on which
      each of the following conditions is satisfied (or waived in accordance with
      Section 9.02):




*The
      Administrative Agent (or its counsel) shall have received from (i) each party
      hereto either (A) a counterpart of this Agreement 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 this
      Agreement) that such party has signed a counterpart of this Agreement 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.*




*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, special U.S. counsel for the Loan Parties,
      (ii) Michael F. Colosi, General Counsel of the Loan Parties and (iii) Harry
      B.
      Sands, Lobosky and Company, special Bahamas counsel for the Loan Parties,
      substantially in the forms of* *Exhibits
      B-1* *,* *B-2* *and* *B-3* *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.*




*The
      Lenders shall have received (i) reasonably satisfactory audited consolidated
      financial statements of the Borrower for the two most recent fiscal years ended
      prior to the Effective Date as to which such financial statements are available,
      (ii) reasonably satisfactory unaudited interim consolidated financial statements
      of the Borrower for each quarterly period ended subsequent to the date of the
      latest financial statements delivered pursuant to clause (i) of this paragraph
      as to which such financial statements are publicly available and (iii)
      reasonably satisfactory income statement, statement of cash flows and
      abbreviated balance sheet projections through and including the Borrower’s 2011
      fiscal year, together with such information as the Administrative Agent and
      the
      Lenders shall reasonably request (including, without limitation, a reasonably
      detailed description of the assumptions used in preparing such
      projections).*




*The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of the initial Loan Parties, the
      authorization of the Transactions and any other legal matters relating to such
      Loan Parties, the Loan Documents or 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* *.*




38




*The
      Administrative Agent shall have received a certificate, dated the Effective
      Date
      and signed by the President, a Vice President or a Financial Officer of the
      Borrower, confirming compliance with the conditions set forth in paragraphs
      (a)
      and (b) of Section 4.02.*




*The
      Administrative Agent shall have received evidence reasonably satisfactory to
      it
      that the existing credit facility in effect for the Borrower shall have been
      terminated and cancelled and all indebtedness thereunder shall have been fully
      repaid (except to the extent being so repaid with the initial Revolving
      Loans).*




*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.*




*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.*




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).




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:




*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.*




*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.*




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) and (b) of this
      Section.




39






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:




Financial
      Statements and Other Information .
      The
      Borrower will furnish to the Administrative Agent and each Lender:




*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;*




*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;*




*concurrently
      with any delivery of financial statements under clause (a) or (b) above, a
      certificate of a Financial Officer of the Borrower (i) 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,
      (ii)
      setting forth reasonably detailed calculations demonstrating compliance with
      Sections 6.01, 6.03 and 6.11 and (iii) 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;*




*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;*




40




*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 balance sheet, income statement and funds flow statement)
      of the Borrower for each quarterly period of the upcoming fiscal year in form
      reasonably satisfactory to the Administrative Agent; and*




*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.*




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




*the
      occurrence of any Default;*




*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;*




*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; and*




*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.




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.




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.




41




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 insurance companies, insurance in such amounts and against
      such risks as are customarily maintained by companies engaged in the same or
      similar businesses operating in the same or similar locations.




Books
      and Records; Inspection Rights .
      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 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.




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.




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.




Subsidiary
      Guaranty .
      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
      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.






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:




42




Indebtedness .
      The
      Borrower will not, and will not permit any Subsidiary to, create, incur, assume
      or permit to exist any Indebtedness, except:




*Indebtedness
      created under the Loan Documents;*




*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;*




*Indebtedness
      of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary to any Loan
      Party and (iii) any Subsidiary this is not a Loan Party to any other Subsidiary
      that is not a Loan Party;*




*Guarantees
      by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
      Indebtedness of the Borrower or any other Subsidiary;*




*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 Sale and Leaseback
      Transactions permitted under Section 6.10;




(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




43




(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).




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:




*Permitted
      Encumbrances;*




*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;*




*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;*




*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*




*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.*




Fundamental
      Changes . l) 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.


44




*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 execution of this Agreement
      and
      businesses reasonably related thereto.*




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




*Permitted
      Investments;*




*Permitted
      Acquisitions;*




*investments
      by the Borrower and its Subsidiaries existing on the date hereof in the capital
      stock of its Subsidiaries;*




*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;*




*Guarantees
      constituting Indebtedness permitted by Section 6.01;*




*Guarantees
      of obligations under operating leases to which the Borrower or any of its
      Subsidiaries is a party;*




*equity
      interests in 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*




*other
      investments (excluding acquisitions), loans or advances in an aggregate
      outstanding amount not to exceed $15,000,000.*




45




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.




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.




Restricted
      Payments. 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 (a) the Borrower may declare and pay dividends with respect
      to
      its Equity Interests payable solely in additional shares of its common stock,
      (b) Subsidiaries may declare and pay dividends ratably with respect to their
      Equity Interests, (c) 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 (d) 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.




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.




46





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.




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 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
      605
      West 50th Street, New York, New York 10019.




Financial
      Covenant .




Maximum
      Leverage Ratio .
      The
      Borrower will not permit the ratio (the “ Leverage
      Ratio ”),
      determined as of the end of each of its fiscal quarters ending on and after
      December 31, 2006, of (i) Consolidated Total Indebtedness to (ii) Consolidated
      EBITDA for the period of four (4) consecutive fiscal quarters ending with the
      end of such fiscal quarter, all calculated for the Borrower and its Consolidated
      Subsidiaries on a consolidated basis, to be greater than 2.25 to
      1.0.






Events
      of Default




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




*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;*




*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;*




*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 when made or deemed made;*




*(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;*




47




*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);*




*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;*




*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;*




*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;*




*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;*




*the
      Borrower or any Subsidiary shall become unable, admit in writing its inability
      or fail generally to pay its debts as they become due;*




*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;*




48




*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;
      or*




*a
      Change in Control shall occur;*




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.






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 and to exercise such powers as are delegated to the Administrative
      Agent by the terms hereof, 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.




49




The
        Administrative Agent shall not have any duties or obligations except those
        expressly set forth herein. Without limiting the generality of the foregoing,
        (a) the Administrative Agent shall not be subject to any fiduciary or other
        implied duties, regardless of whether a Default has occurred and is continuing,
        (b) the Administrative Agent shall not have any duty to take any discretionary
        action or exercise any discretionary powers, except discretionary rights
        and
        powers expressly contemplated hereby that the Administrative




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 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.


50




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 related agreement or any document furnished hereunder or
      thereunder.




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.






Miscellaneous




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




if
      to the
      Borrower, to it at 603 West 50 th 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. (212)
      315-8255, Telephone No. (212) 315-8239);




if
      to the
      Administrative Agent, to JPMorgan Chase Bank, National Association, Loan and
      Agency Services Group, 10 South Dearborn Street, Floor 19, Attention of Sharon
      Bosch (Telecopy No. (312) 385-7107), with a copy to JPMorgan Chase Bank,
      National Association, 277 Park Avenue, Floor 14, New York, New York 10017,
      Attention of Jules Panno (Telecopy No. (646) 534-3081);




51




if
      to an
      Issuing Bank, to it at (A) JPMorgan Chase Bank, National Association, Loan
      and
      Agency Services Group, 10 South Dearborn Street, Floor 19, Attention of Sharon
      Bosch (Telecopy No. (312) 385-7107), with a copy to JPMorgan Chase Bank,
      National Association, 277 Park Avenue, Floor 14, New York, New York 10017,
      Attention of Jules Panno (Telecopy No. (646) 534-3081) 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;




if
      to the
      Swingline Lender, to it at JPMorgan Chase Bank, National Association, Loan
      and
      Agency Services Group, 10 South Dearborn Street, Floor 19, Attention of Sharon
      Bosch (Telecopy No. (312) 385-7107), with a copy to JPMorgan Chase Bank,
      National Association, 277 Park Avenue, Floor 14, New York, New York 10017,
      Attention of Jules Panno (Telecopy No. (646) 534-3081); and




if
      to any
      other Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.




*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.*




*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.*




Waivers;
      Amendments . n) 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.




52




*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.*




Expenses;
      Indemnity; Damage Waiver . o) 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.




53




*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, 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 this Agreement or any agreement
        or
        instrument contemplated hereby, the performance by the parties hereto of
        their
        respective obligations hereunder or* *provided* *that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such losses, claims, damages, liabilities or related expenses are determined
        by
        a court of competent jurisdiction by final and nonappealable judgment to
        have
        resulted from the illegal conduct, fraud, gross negligence or willful misconduct
        of such Indemnitee.*




*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, 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.*




*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.*




*All
      amounts due under this Section shall be payable not later than fifteen (15)
      days
      after written demand therefor.*




Successors
      and Assigns . p) 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.




54




(b) (1) 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.




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.




55




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 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.




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.




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.


56




(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.




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, the 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 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.




57




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




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.




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 the obligations
      of
      the Borrower now or hereafter existing under this Agreement held by such Lender,
      irrespective of whether or not such Lender shall have made any demand under
      this
      Agreement and although such obligations may be unmatured. The rights of each
      Lender under this Section are in addition to other rights and remedies
      (including other rights of setoff) which such Lender may have.




Governing
      Law; Jurisdiction; Consent to Service of Process . q) This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.




*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,
      the 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.*




58




*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.*




*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.*




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.




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.




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, the 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.




59




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.




[Signature
      Pages Follow]






60


IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.




KENNETH
                COLE PRODUCTIONS, INC.,
              as
                the BorrowerBy:  /s/
                David P. EdelmanName:  David
                P. EdelmanTitle:   Chief
                Financial OfficerJPMORGAN
                CHASE BANK, NATIONAL
              ASSOCIATION,
                individually as a Lender, as
              the
                Swingline Lender, as an Issuing Bank and
              as
                Administrative AgentBy:  /s/
                Jules PannoName:  Jules
                PannoTitle:    Vice
                PresidentBANK
                OF AMERICA, N.A., individually as a
              Lender
                and as Co-Syndication AgentBy:  /s/
                Joyce ChanName:  Joyce
                ChanTitle:    Vice
                PresidentWACHOVIA
                BANK, NATIONAL
              ASSOCIATION,
                individually as a Lender and
              as
                Co-Syndication AgentBy:  /s/
                David MichaelsName:  David
                MichaelsTitle:    Senior
                Vice PresidentPNC
                BANK, NATIONAL ASSOCIATION,
              individually
                as a Lender and as Documentation
              AgentBy:  /s/
                Jeffrey L. SteinName:  Jeffrey
                L. SteinTitle:    Vice
                PresidentCOMMERCE
                BANK, as a LenderBy:  /s/
                Harry G. Hayman IIIName:  Harry
                G. HaymanTitle:    Senior
                Vice President








Signature
        Page to Credit Agreement
 Kenneth
        Cole Productions, Inc.





**SCHEDULE
      2.01**





**COMMITMENTS**




LENDER
            COMMITMENTJPMORGAN
                CHASE BANK, NATIONAL ASSOCIATION
            $25,000,000BANK
                OF AMERICA, N.A.
            $20,000,000WACHOVIA
                BANK, NATIONAL ASSOCIATION
            $20,000,000PNC
                BANK, NATIONAL ASSOCIATION
            $20,000,000COMMERCE
                BANK, N.A.
            $15,000,000**TOTAL
                COMMITMENTS**
            **$100,000,000**








EXHIBIT
      A




ASSIGNMENT
      AND ASSUMPTION




This
      Assignment and Assumption (the “ Assignment and Assumption ”)
      is
      dated as of the Effective Date set forth below and is entered into by and
      between [ *Insert
      name of Assignor* ]
      (the
“ Assignor ”)
      and
      [ *Insert
      name of Assignee* ]
      (the
“ Assignee ”).
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (as amended, the “ Credit
      Agreement ”),
      receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
      Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
      to
      and incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.




For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Standard Terms and Conditions
      and the Credit Agreement, as of the Effective Date inserted by the
      Administrative Agent as contemplated below (i) all of the Assignor’s rights and
      obligations in its capacity as a Lender under the Credit Agreement and any
      other
      documents or instruments delivered pursuant thereto to the extent related to
      the
      amount and percentage interest identified below of all of such outstanding
      rights and obligations of the Assignor under the respective facilities
      identified below (including any letters of credit, guarantees, and swingline
      loans included in such facilities) and (ii) to the extent permitted to be
      assigned under applicable law, all claims, suits, causes of action and any
      other
      right of the Assignor (in its capacity as a Lender) against any Person, whether
      known or unknown, arising under or in connection with the Credit Agreement,
      any
      other documents or instruments delivered pursuant thereto or the loan
      transactions governed thereby or in any way based on or related to any of the
      foregoing, including contract claims, tort claims, malpractice claims, statutory
      claims and all other claims at law or in equity related to the rights and
      obligations sold and assigned pursuant to clause (i) above (the rights and
      obligations sold and assigned pursuant to clauses (i) and (ii) above being
      referred to herein collectively as the “ Assigned
      Interest ”).
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.




1.
            Assignor:2.
            Assignee:[and
                is an Affiliate/Approved Fund of [identify Lender]1]3.
            Borrower(s):
            Kenneth
                Cole Productions, Inc.4.
            Administrative
                Agent:
            JPMorgan
                Chase Bank, National Association, as the administrative
              agent
                under the Credit Agreement


___________________________


1Select
      as
      applicable.











5.
            Credit
                Agreement:
            The
                $100,000,000 Credit Agreement dated as of December 20, 2006 among
                Kenneth
                Cole Productions, Inc., the Lenders parties thereto, JPMorgan Chase
                Bank,
                National Association, as Administrative Agent, and the other agents
                parties thereto




6.
              Assigned
                  Interest:


Aggregate
                Amount of
              Commitment/Loans
                for all
              Lenders
            Amount
                of
              Commitment/
              Loans
                Assigned
            Percentage
                Assigned
              of
              Commitment/Loans2$
            $
            %$
            $
            %$
            $
            %




Effective
      Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
      WHICH
      SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
      THEREFOR.]


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


ASSIGNOR[NAME
                OF ASSIGNOR]By:Title:ASSIGNEE[NAME
                OF ASSIGNEE]By:Title:






Consented
                to and Accepted:JPMORGAN
                CHASE BANK, NATIONAL
              ASSOCIATION,
                as Administrative AgentBy:Title:[Consented
                to:]3KENNETH
                COLE PRODUCTIONS, INC.By:Title:


___________________________


2 Set
          forth, so at least 9 decimals, as a percentage of the Commitment/Loans
          of all
          Lenders thereunder.
 3 To be
          added only if the consent of the Borrower is required by the terms of the
          Credit
          Agreement.




2




ANNEX
      I




STANDARD
      TERMS AND CONDITIONS FOR




ASSIGNMENT
      AND ASSUMPTION




1. Representations
      and Warranties .




1.1 Assignor .
      The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby; and (b) assumes no responsibility with respect to (i) any statements,
      warranties or representations made in or in connection with the Credit Agreement
      or any other Loan Document, (ii) the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Loan Documents or
      any
      collateral thereunder, (iii) the financial condition of the Borrower, any of
      its
      Subsidiaries or Affiliates or any other Person obligated in respect of any
      Loan
      Document or (iv) the performance or observance by the Borrower, any of its
      Subsidiaries or Affiliates or any other Person of any of their respective
      obligations under any Loan Document.




1.2. Assignee .
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) it satisfies the requirements, if
      any,
      specified in the Credit Agreement that are required to be satisfied by it in
      order to acquire the Assigned Interest and become a Lender, (iii) from and
      after
      the Effective Date, it shall be bound by the provisions of the Credit Agreement
      as a Lender thereunder and, to the extent of the Assigned Interest, shall have
      the obligations of a Lender thereunder, (iv) it has received a copy of the
      Credit Agreement, together with copies of the most recent financial statements
      delivered pursuant to Section 5.01 thereof, as applicable, and such other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into this Assignment and Assumption and to
      purchase the Assigned Interest on the basis of which it has made such analysis
      and decision independently and without reliance on the Administrative Agent
      or
      any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
      and Assumption is any documentation required to be delivered by it pursuant
      to
      the terms of the Credit Agreement, duly completed and executed by the Assignee;
      and (b) agrees that (i) it will, independently and without reliance on the
      Administrative Agent, the Assignor or any other Lender, and based on such
      documents and information as it shall deem appropriate at the time, continue
      to
      make its own credit decisions in taking or not taking action under the Loan
      Documents, and (ii) it will perform in accordance with their terms all of the
      obligations which by the terms of the Loan Documents are required to be
      performed by it as a Lender.




2. Payments .
      From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of the Assigned Interest (including payments of principal, interest,
      fees and other amounts) to the Assignor for amounts which have accrued to but
      excluding the Effective Date and to the Assignee for amounts which have accrued
      from and after the Effective Date.









3. General
      Provisions .
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery of an executed counterpart of a
      signature page of this Assignment and Assumption by telecopy shall be effective
      as delivery of a manually executed counterpart of this Assignment and
      Assumption. This Assignment and Assumption shall be governed by, and construed
      in accordance with, the law of the State of New York.




2


EXHIBIT
      B-1




FORM
      OF OPINION
      OF SPECIAL U.S. COUNSEL FOR THE LOAN PARTIES




[Attached]








EXHIBIT
      B-2




FORM
      OF OPINION
      OF GENERAL COUNSEL OF THE LOAN PARTIES





[Attached]








EXHIBIT
      B-3




FORM
      OF OPINION
      OF SPECIAL BAHAMAS COUNSEL FOR THE LOAN PARTIES




[Attached]








EXHIBIT
      C





FORM
      OF
      INCREASING LENDER SUPPLEMENT





INCREASING
      LENDER SUPPLEMENT, dated __________, 20___ (this “ Supplement ”),
      by
      and among each of the signatories hereto, to the Credit Agreement, dated as
      of
      December 20, 2006 (as amended, restated, supplemented or otherwise modified
      from
      time to time, the “ Credit
      Agreement ”),
      among
      Kenneth Cole Productions, Inc. (the “ Borrower ”),
      the
      Lenders party thereto and JPMorgan Chase Bank, National Association, as
      administrative agent (in such capacity, the “ Administrative
      Agent ”).





W
      I T N E
      S S E T H





WHEREAS,
      pursuant to Section
      2.20 of the
      Credit Agreement, the Borrower has the right, subject to the terms and
      conditions thereof, to effectuate from time to time an increase in the aggregate
      Commitments under the Credit Agreement by requesting one or more Lenders to
      increase the amount of its Commitment;




WHEREAS,
      the Borrower has given notice to the Administrative Agent of its intention
      to
      increase the aggregate Commitments pursuant to such Section
      2.20 ;
      and




WHEREAS,
      pursuant to Section
      2.20 of the
      Credit Agreement, the undersigned Increasing Lender now desires to increase
      the
      amount of its Commitment under the Credit Agreement by executing and delivering
      to the Borrower and the Administrative Agent this Supplement;




NOW,
      THEREFORE, each of the parties hereto hereby agrees as follows:




1.
      The
      undersigned Increasing Lender agrees, subject to the terms and conditions of
      the
      Credit Agreement, that on the date of this Supplement it shall have its
      Commitment increased by $[__________], thereby making the aggregate amount
      of
      its total Commitments equal to $[__________].




2.
      The
      Borrower hereby represents and warrants that no Default or Event of Default
      has
      occurred and is continuing on and as of the date hereof.




3.
      Terms
      defined in the Credit Agreement shall have their defined meanings when used
      herein.




4.
      This
      Supplement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.




5.
      This
      Supplement may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed shall
      be
      deemed to be an original and all of which taken together shall constitute one
      and the same document.










IN
      WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
      executed and delivered by a duly authorized officer on the date first above
      written.




[INSERT
      NAME OF
      INCREASING LENDER]








By:____________________________________


Name:


Title:








Accepted
      and agreed to as of the date first written above:





KENNETH
      COLE PRODUCTIONS, INC.








By:______________________________________


Name:


Title:








Acknowledged
      as of the date first written above:





JPMORGAN
      CHASE BANK, NATIONAL ASSOCIATION


as
      Administrative Agent








By:______________________________________


Name:


Title:








2


EXHIBIT
      D





FORM
      OF
      AUGMENTING LENDER SUPPLEMENT





AUGMENTING
      LENDER SUPPLEMENT, dated __________, 20___ (this “ Supplement ”),
      to
      the Credit Agreement, dated as of December 20, 2006 (as amended, restated,
      supplemented or otherwise modified from time to time, the “ Credit
      Agreement ”),
      among
      Kenneth Cole Productions, Inc. (the “ Borrower ”),
      the
      Lenders party thereto and JPMorgan Chase Bank, National Association, as
      administrative agent (in such capacity, the “ Administrative
      Agent ”).




W
      I T N E
      S S E T H




WHEREAS,
      the Credit Agreement provides in Section
      2.20 thereof
      that any bank, financial institution or other entity may extend Commitments
      under the Credit Agreement subject to the approval of the Borrower and the
      Administrative Agent, by executing and delivering to the Borrower and the
      Administrative Agent a supplement to the Credit Agreement in substantially
      the
      form of this Supplement; and




WHEREAS,
      the undersigned Augmenting Lender was not an original party to the Agreement
      but
      now desires to become a party thereto;




NOW,
      THEREFORE, each of the parties hereto hereby agrees as follows:




1.
      The
      undersigned Augmenting Lender agrees to be bound by the provisions of the Credit
      Agreement and agrees that it shall, on the date of this Supplement, become
      a
      Lender for all purposes of the Credit Agreement to the same extent as if
      originally a party thereto, with a Commitment of $[__________].




2.
      The
      undersigned Augmenting Lender (a) represents and warrants that it is legally
      authorized to enter into this Supplement; (b) confirms that it has received
      a
      copy of the Credit Agreement, together with copies of the most recent financial
      statements delivered pursuant to Section
      5.01 thereof,
      as applicable, and has reviewed such other documents and information as it
      has
      deemed appropriate to make its own credit analysis and decision to enter into
      this Supplement; (c) agrees 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 deem appropriate at the time, continue to make
      its
      own credit decisions in taking or not taking action under the Credit Agreement
      or any other instrument or document furnished pursuant hereto or thereto; (d)
      appoints and authorizes the Administrative Agent to take such action as agent
      on
      its behalf and to exercise such powers and discretion under the Credit Agreement
      or any other instrument or document furnished pursuant hereto or thereto as
      are
      delegated to the Administrative Agent by the terms thereof, together with such
      powers as are incidental thereto; and (e) agrees that it will be bound by the
      provisions of the Credit Agreement and will perform in accordance with its
      terms
      all the obligations which by the terms of the Credit Agreement are required
      to
      be performed by it as a Lender.









3.
      The
      undersigned’s address for notices for the purposes of the Credit Agreement is as
      follows:




[___________]




4.
      The
      Borrower hereby represents and warrants that no Default or Event of Default
      has
      occurred and is continuing on and as of the date hereof.




5.
      Terms
      defined in the Credit Agreement shall have their defined meanings when used
      herein.




6.
      This
      Supplement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.




7.
      This
      Supplement may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed shall
      be
      deemed to be an original and all of which taken together shall constitute one
      and the same document.




[remainder
      of this page intentionally left blank]




2





IN
      WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
      executed and delivered by a duly authorized officer on the date first above
      written.




[INSERT
      NAME OF
      AUGMENTING LENDER]




By:____________________________________
 Name:
 Title:






Accepted
      and agreed to as of the date first written above:





KENNETH
      COLE PRODUCTIONS, INC.








By:_____________________________________


Name:


Title:








Acknowledged
      as of the date first written above:





JPMORGAN
      CHASE BANK, NATIONAL ASSOCIATION


as
      Administrative Agent








By:_____________________________________


Name:


Title:





3


EXHIBIT
      E





LIST
      OF
      CLOSING DOCUMENTS





**KENNETH
      COLE PRODUCTIONS, INC.**





**CREDIT
      FACILITIES**





December
      20, 2006





LIST
      OF
      CLOSING DOCUMENTS 4





A.  **LOAN
      DOCUMENTS**





1.
            Credit
                Agreement (the “Credit
                Agreement”)
                by and among Kenneth Cole Productions, Inc., a New York corporation
                (the
                “Borrower”),
                the institutions from time to time parties thereto as Lenders (the
                “Lenders”)
                and JPMorgan Chase Bank, National Association, in its capacity as
                Administrative Agent for itself and the other Lenders (the “Administrative
                Agent”),
                evidencing a revolving credit facility to the Borrower from the Lenders
                in
                an initial aggregate principal amount of
                $100,000,000.




SCHEDULES
 
 Schedule
                  2.01
              --
              Commitments***Schedule
                  2.06***
              ***--***
              ***Existing
                  Letters of Credit******Schedule
                  3.01***
              ***--***
              ***Subsidiaries******Schedule
                  3.06***
              ***--***
              ***Disclosed
                  Matters******Schedule
                  6.01***
              ***--***
              ***Existing
                  Indebtedness******Schedule
                  6.02***
              ***--***
              ***Existing
                  Liens***
 
 EXHIBITS
 
 Exhibit
                  A
              --
              Form
                  of Assignment and AssumptionExhibit
                  B-1
              --
              Form
                  of Opinion of Loan Parties’ Special U.S. CounselExhibit
                  B-2
              --
              Form
                  of Opinion of General Counsel of the Loan PartiesExhibit
                  B-3
              --
              Form
                  of Opinion of Special Bahamas Counsel for the LoanExhibit
                  C
              --
              Form
                  of Increasing Lender SupplementExhibit
                  D
              --
              Form
                  of Augmenting Lender SupplementExhibit
                  E
              --
              List
                  of Closing DocumentsExhibit
                  F
              --
              Form
                  of Subsidiary Guaranty


___________________________


4 Each
        capitalized term used herein and not defined herein shall have the meaning
        assigned to such term in the above-defined Credit Agreement. Items appearing
        in **bold** and *italics* shall be
        prepared and/or provided by the Borrower and/or Borrower’s counsel








2.
            Notes
                executed by the Borrower in favor of each of the Lenders, if any,
                which
                has requested a note pursuant to Section 2.10(e) of the Credit
                Agreement.





3.
            Guaranty
                executed by the initial Subsidiary Guarantors (collectively with
                the
                Borrower, the “Loan
                Parties”)
                in favor of the Administrative
                Agent




B.  **CORPORATE
      DOCUMENTS**





4.
            ***Certificate
                of the Secretary or an Assistant Secretary of each Loan Party certifying
                (i) that there have been no changes in the Certificate of Incorporation
                or
                other charter document of such Loan Party, as attached thereto and
                as
                certified as of a recent date by the Secretary of State of the
                jurisdiction of its organization, since the date of the certification
                thereof by such secretary of state, (ii) the By-Laws or other applicable
                organizational document, as attached thereto, of such Loan Party
                as in
                effect on the date of such certification, (iii) resolutions of the
                Board
                of Directors or other governing body of such Loan Party authorizing
                the
                execution, delivery and performance of each Loan Document to which
                it is a
                party, and (iv) the names and true signatures of the incumbent officers
                of
                each Loan Party authorized to sign the Loan Documents to which it
                is a
                party, and (in the case of the Borrower) authorized to request a
                Borrowing
                or the issuance of a Letter of Credit under the Credit
                Agreement.***





5.
            ***Good
                Standing Certificate for each Loan Party from the Secretary of State
                of
                the jurisdiction of its
                organization.***




C.  **OPINIONS**





6.
              ***Opinion
                  of Reitler Brown & Rosenblatt LLC, special U.S. counsel for the Loan
                  Parties.***


7.
              ***Opinion
                  of Michael F. Colosi, General Counsel of the Loan
                  Parties.***






8.
            ***Opinion
                of Harry B. Sands, Lobosky & Company, special Bahamas counsel for the
                Loan Parties.***




D.  **CLOSING
      CERTIFICATES AND MISCELLANEOUS**





9.
            ***A
                Certificate signed by the President, a Vice President or a Financial
                Officer of the Borrower certifying the following: (i) all of the
                representations and warranties of the Borrower******set
                forth in the Credit Agreement are true and correct and (ii) no Default
                has
                occurred and is then
                continuing.***




2






EXHIBIT
      F





FORM
      OF
      SUBSIDIARY GUARANTY





GUARANTY





THIS
      GUARANTY (this “ Guaranty ”)
      is
      made as of December 20, 2006, by and among each of the undersigned (the
“ Initial
      Guarantors ”
and
      along with any additional Subsidiaries of the Borrower which become parties
      to
      this Guaranty by executing a supplement hereto in the form attached as Annex
      I,
      the “ Guarantors ”)
      in
      favor of the Administrative Agent, for the ratable benefit of the Holders of
      Obligations (as defined below), under the Credit Agreement referred to
      below.





WITNESSETH





WHEREAS,
      Kenneth Cole Productions, Inc., a New York corporation (the “ Borrower ”),
      the
      institutions from time to time parties thereto as lenders (the “ Lenders ”),
      and
      JPMorgan Chase Bank, National Association, in its capacity as administrative
      agent (the “ Administrative
      Agent ”),
      have
      entered into a certain Credit Agreement dated as of December 20, 2006 (as the
      same may be amended, modified, supplemented and/or restated, and as in effect
      from time to time, the “ Credit
      Agreement ”),
      providing, subject to the terms and conditions thereof, for extensions of credit
      and other financial accommodations to be made by the Lenders to the
      Borrower;





WHEREAS,
      it is a condition precedent to the extensions of credit by the Lenders under
      the
      Credit Agreement that each of the Guarantors (constituting all of the
      Subsidiaries of the Borrower required to execute this Guaranty pursuant to
      Section 5.09 of the Credit Agreement) execute and deliver this Guaranty, whereby
      each of the Guarantors shall guarantee the payment when due of all Obligations;
      and





WHEREAS,
      in consideration of the direct and indirect financial and other support that
      the
      Borrower has provided, and such direct and indirect financial and other support
      as the Borrower may in the future provide, to the Guarantors, and in order
      to
      induce the Lenders and the Administrative Agent to enter into the Credit
      Agreement, each of the Guarantors is willing to guarantee the Obligations of
      the
      Borrower;





NOW,
      THEREFORE, in consideration of the foregoing premises and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:





SECTION
      1. Definitions .
      Terms
      defined in the Credit Agreement and not otherwise defined herein have, as used
      herein, the respective meanings provided for therein.





SECTION
      2. Representations,
      Warranties and Covenants .
      Each of
      the Guarantors represents and warrants (which representations and warranties
      shall be deemed to have been renewed at the time of the making, conversion
      or
      continuation of any Loan or issuance of any Letter of Credit) that:





(A)
      It is
      a corporation, partnership or limited liability company duly and properly
      incorporated or organized, as the case may be, validly existing and (to the
      extent such concept applies to such entity) in good standing under the laws
      of
      its jurisdiction of incorporation, organization or formation and has all
      requisite authority to conduct its business in each jurisdiction in which its
      business is conducted, except to the extent that the failure to have such
      authority could not reasonably be expected to have a Material Adverse
      Effect.










(B)
      It
      (to the extent applicable) has the requisite power and authority and legal
      right
      to execute and deliver this Guaranty and to perform its obligations hereunder.
      The execution and delivery by each Guarantor of this Guaranty and the
      performance by each of its obligations hereunder have been duly authorized
      by
      proper proceedings, and this Guaranty constitutes a legal, valid and binding
      obligation of such Guarantor, respectively, enforceable against such Guarantor,
      respectively, in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency or similar laws affecting the enforcement
      of
      creditors’ rights generally.





(C)
      Neither the execution and delivery by it of this Guaranty, nor the consummation
      by it of the transactions herein contemplated, nor compliance by it with the
      provisions hereof will (i) violate any law, rule, regulation, order, writ,
      judgment, injunction, decree or award binding on it or its articles or
      certificate of incorporation (or equivalent charter documents), limited
      liability company or partnership agreement, certificate of partnership, articles
      or certificate of organization, by-laws, or operating agreement or other
      management agreement, as the case may be, or the provisions of any indenture,
      instrument or agreement to which the Borrower or any of its Subsidiaries is
      a
      party or is subject, or by which it, or its property, is bound, or (ii) conflict
      with, or constitute a default under, or result in, or require, the creation
      or
      imposition of any Lien in, of or on its property pursuant to the terms of,
      any
      such indenture, instrument or agreement (other than any Loan Document). No
      order, consent, adjudication, approval, license, authorization, or validation
      of, or filing, recording or registration with, or exemption by, or other action
      in respect of any governmental or public body or authority, or any subdivision
      thereof, which has not been obtained by it, is required to be obtained by it
      in
      connection with the execution, delivery and performance by it of, or the
      legality, validity, binding effect or enforceability against it of, this
      Guaranty.





In
      addition to the foregoing, each of the Guarantors covenants that, so long as
      any
      Lender has any Commitment outstanding under the Credit Agreement or any amount
      payable under the Credit Agreement or any other Guaranteed Obligations shall
      remain unpaid, it will, and, if necessary, will enable the Borrower to, fully
      comply with those covenants and agreements of the Borrower applicable to such
      Guarantor set forth in the Credit Agreement.





SECTION
      3. The
      Guaranty .
      Each of
      the Guarantors hereby unconditionally guarantees, jointly with the other
      Guarantors and severally, the full and punctual payment and performance when
      due
      (whether at stated maturity, upon acceleration or otherwise) of the Obligations,
      including, without limitation, (i) the principal of and interest on each Loan
      made to the Borrower pursuant to the Credit Agreement, (ii) any obligations
      of
      the Borrower to reimburse LC Disbursements (“ Reimbursement
      Obligations ”),
      (iii)
      all obligations of the Borrower owing to any Lender or any affiliate of any
      Lender under any Swap Agreement, (iv) all other amounts payable by the Borrower
      or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and
      the other Loan Documents and (v) the punctual and faithful performance, keeping,
      observance, and fulfillment by the Borrower of all of the agreements,
      conditions, covenants, and obligations of the Borrower contained in the Loan
      Documents (all of the foregoing being referred to collectively as the
“Guaranteed Obligations” and the holders from time to time of the Guaranteed
      Obligations being referred to collectively as the “ Holders
      of Obligations ”).
      Upon
      (x) the failure by the Borrower or any of its Affiliates, as applicable, to
      pay
      punctually any such amount or perform such obligation, and (y) such failure
      continuing beyond any applicable grace or notice and cure period, each of the
      Guarantors agrees that it shall forthwith on demand pay such amount or perform
      such obligation at the place and in the manner specified in the Credit
      Agreement, any Swap Agreement or the relevant Loan Document, as the case may
      be.
      Each of the Guarantors hereby agrees that this Guaranty is an absolute,
      irrevocable and unconditional guaranty of payment and is not a guaranty of
      collection.





2




SECTION
      4. Guaranty
      Unconditional .
      The
      obligations of each of the Guarantors hereunder shall be unconditional and
      absolute and, without limiting the generality of the foregoing, shall not be
      released, discharged or otherwise affected by:





(A)
      any
      extension, renewal, settlement, indulgence, compromise, waiver or release of
      or
      with respect to the Guaranteed Obligations or any part thereof or any agreement
      relating thereto, or with respect to any obligation of any other guarantor
      of
      any of the Guaranteed Obligations, whether (in any such case) by operation
      of
      law or otherwise, or any failure or omission to enforce any right, power or
      remedy with respect to the Guaranteed Obligations or any part thereof or any
      agreement relating thereto, or with respect to any obligation of any other
      guarantor of any of the Guaranteed Obligations;





(B)
      any
      modification or amendment of or supplement to the Credit Agreement, any Swap
      Agreement or any other Loan Document, including, without limitation, any such
      amendment which may increase the amount of, or the interest rates applicable
      to,
      any of the Obligations guaranteed hereby;





(C)
      any
      release, surrender, compromise, settlement, waiver, subordination or
      modification, with or without consideration, of any collateral securing the
      Guaranteed Obligations or any part thereof, any other guaranties with respect
      to
      the Guaranteed Obligations or any part thereof, or any other obligation of
      any
      person or entity with respect to the Guaranteed Obligations or any part thereof,
      or any nonperfection or invalidity of any direct or indirect security for the
      Guaranteed Obligations;





(D)
      any
      change in the corporate, partnership or other existence, structure or ownership
      of the Borrower or any other guarantor of any of the Guaranteed Obligations,
      or
      any insolvency, bankruptcy, reorganization or other similar proceeding affecting
      the Borrower or any other guarantor of the Guaranteed Obligations, or any of
      their respective assets or any resulting release or discharge of any obligation
      of the Borrower or any other guarantor of any of the Guaranteed
      Obligations;





(E)
      the
      existence of any claim, setoff or other rights which the Guarantors may have
      at
      any time against the Borrower, any other guarantor of any of the Guaranteed
      Obligations, the Administrative Agent, any Holder of Obligations or any other
      Person, whether in connection herewith or in connection with any unrelated
      transactions; provided that nothing herein shall prevent the assertion of any
      such claim by separate suit or compulsory counterclaim;





(F)
      the
      enforceability or validity of the Guaranteed Obligations or any part thereof
      or
      the genuineness, enforceability or validity of any agreement relating thereto
      or
      with respect to any collateral securing the Guaranteed Obligations or any part
      thereof, or any other invalidity or unenforceability relating to or against
      the
      Borrower or any other guarantor of any of the Guaranteed Obligations, for any
      reason related to the Credit Agreement, any Swap Agreement, any other Loan
      Document, or any provision of applicable law, decree, order or regulation of
      any
      jurisdiction purporting to prohibit the payment by the Borrower or any other
      guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations
      or
      otherwise affecting any term of any of the Guaranteed Obligations;





3




(G)
      the
      failure of the Administrative Agent to take any steps to perfect and maintain
      any security interest in, or to preserve any rights to, any security or
      collateral for the Guaranteed Obligations, if any;





(H)
      the
      election by, or on behalf of, any one or more of the Holders of Obligations,
      in
      any proceeding instituted under Chapter 11 of Title 11 of the United States
      Code
      (11 U.S.C. 101 et seq.) (the “ Bankruptcy
      Code ”),
      of
      the application of Section 1111(b)(2) of the Bankruptcy Code;





(I)
      any
      borrowing or grant of a security interest by the Borrower, as
      debtor-in-possession, under Section 364 of the Bankruptcy Code;





(J)
      the
      disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
      of
      the claims of the Holders of Obligations or the Administrative Agent for
      repayment of all or any part of the Guaranteed Obligations;





(K)
      the
      failure of any other guarantor to sign or become party to this Guaranty or
      any
      amendment, change, or reaffirmation hereof; or





(L)
      any
      other act or omission to act or delay of any kind by the Borrower, any other
      guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder
      of
      Obligations or any other Person or any other circumstance whatsoever which
      might, but for the provisions of this Section 4, constitute a legal or equitable
      discharge of any Guarantor’s obligations hereunder except as provided in Section
      5.





SECTION
      5. Discharge
      Only Upon Payment In Full: Reinstatement In Certain
      Circumstances .
      Each of
      the Guarantors’ obligations hereunder shall remain in full force and effect
      until all Guaranteed Obligations shall have been paid in full in cash and the
      Commitments and all Letters of Credit issued under the Credit Agreement shall
      have terminated or expired. If at any time any payment of the principal of
      or
      interest on any Loan, any Reimbursement Obligation or any other amount payable
      by the Borrower or any other party under the Credit Agreement, any Swap
      Agreement or any other Loan Document is rescinded or must be otherwise restored
      or returned upon the insolvency, bankruptcy or reorganization of the Borrower
      or
      otherwise, each of the Guarantors’ obligations hereunder with respect to such
      payment shall be reinstated as though such payment had been due but not made
      at
      such time. The parties hereto acknowledge and agree that each of the Guaranteed
      Obligations shall be due and payable in the same currency as such Guaranteed
      Obligation is denominated, but if currency control or exchange regulations
      are
      imposed in the country which issues such currency with the result that such
      currency (the “ Original
      Currency ”)
      no
      longer exists or the relevant Guarantor is not able to make payment in such
      Original Currency, then all payments to be made by such Guarantor hereunder
      in
      such currency shall instead be made when due in Dollars in an amount equal
      to
      the Dollar Amount (as of the date of payment) of such payment due, it being
      the
      intention of the parties hereto that each Guarantor takes all risks of the
      imposition of any such currency control or exchange regulations.





4




SECTION
      6. General
      Waivers; Additional Waivers .





(A)
      General Waivers. Each of the Guarantors irrevocably waives acceptance hereof,
      presentment, demand or action on delinquency, protest, the benefit of any
      statutes of limitations and, to the fullest extent permitted by law, any notice
      not provided for herein, as well as any requirement that at any time any action
      be taken by any Person against the Borrower, any other guarantor of the
      Guaranteed Obligations, or any other Person.





(B)
      Additional Waivers. Notwithstanding anything herein to the contrary, each of
      the
      Guarantors hereby absolutely, unconditionally, knowingly, and expressly
      waives:




(i)
      any
      right it may have to revoke this Guaranty as to future indebtedness or notice
      of
      acceptance hereof;




(ii)
      (a)
      notice of acceptance hereof; (b) notice of any loans or other financial
      accommodations made or extended under the Loan Documents or the creation or
      existence of any Guaranteed Obligations; (c) notice of the amount of the
      Guaranteed Obligations, subject, however, to each Guarantor’s right to make
      inquiry of Administrative Agent and Holders of Obligations to ascertain the
      amount of the Guaranteed Obligations at any reasonable time; (d) notice of
      any
      adverse change in the financial condition of the Borrower or of any other fact
      that might increase such Guarantor’s risk hereunder; (e) notice of presentment
      for payment, demand, protest, and notice thereof as to any instruments among
      the
      Loan Documents; (f) notice of any Default or Event of Default; and (g) all
      other
      notices (except if such notice is specifically required to be given to such
      Guarantor hereunder or under the Loan Documents) and demands to which each
      Guarantor might otherwise be entitled;





(iii)
      its
      right, if any, to require the Administrative Agent and the other Holders of
      Obligations to institute suit against, or to exhaust any rights and remedies
      which the Administrative Agent and the other Holders of Obligations has or
      may
      have against, the other Guarantors or any third party, or against any Collateral
      provided by the other Guarantors, or any third party; and each Guarantor further
      waives any defense arising by reason of any disability or other defense (other
      than the defense that the Guaranteed Obligations shall have been fully and
      finally performed and indefeasibly paid) of the other Guarantors or by reason
      of
      the cessation from any cause whatsoever of the liability of the other Guarantors
      in respect thereof;





(iv)
      (a)
      until the Guaranteed Obligations have been fully and finally performed and
      indefeasibly paid in full in cash, any rights to assert against the
      Administrative Agent and the other Holders of Obligations any defense (legal
      or
      equitable), set-off, counterclaim (other than a compulsory counterclaim), or
      claim which such Guarantor may now or at any time hereafter have against the
      other Guarantors or any other party liable to the Administrative Agent and
      the
      other Holders of Obligations; (b) any defense, set-off, counterclaim, or claim,
      of any kind or nature, arising directly or indirectly from the present or future
      lack of perfection, sufficiency, validity, or enforceability of the Guaranteed
      Obligations or any security therefor; (c) any defense such Guarantor has to
      performance hereunder, and any right such Guarantor has to be exonerated,
      arising by reason of: the impairment or suspension of the Administrative Agent’s
      and the other Holders of Obligations' rights or remedies against the other
      Guarantors; the alteration by the Administrative Agent and the other Holders
      of
      Obligations of the Guaranteed Obligations; any discharge of the other
      Guarantors’ obligations to the Administrative Agent and the other Holders of
      Obligations by operation of law as a result of the Administrative Agent’s and
      the other Holders of Obligations' intervention or omission; or the acceptance
      by
      the Administrative Agent and the other Holders of Obligations of anything in
      partial satisfaction of the Guaranteed Obligations; and (d) the benefit of
      any
      statute of limitations affecting such Guarantor's liability hereunder or the
      enforcement thereof, and any act which shall defer or delay the operation of
      any
      statute of limitations applicable to the Guaranteed Obligations shall similarly
      operate to defer or delay the operation of such statute of limitations
      applicable to such Guarantor's liability hereunder; and





5




(v)
      any
      defense arising by reason of or deriving from (a) any claim or defense based
      upon an election of remedies by the Administrative Agent and the other Holders
      of Obligations; or (b) any election by the Administrative Agent and the other
      Holders of Obligations under Section 1111(b) of Title 11 of the United States
      Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor
      statute), to limit the amount of, or any collateral securing, its claim against
      the Guarantors.





SECTION
      7. Subordination
      of Subrogation; Subordination of Intercompany Indebtedness .





(A)
      Subordination of Subrogation. Until the Guaranteed Obligations have been fully
      and finally performed and indefeasibly paid in full in cash, the Guarantors
      (i)
      shall have no right of subrogation with respect to such Guaranteed Obligations
      and (ii) waive any right to enforce any remedy which the Holders of Obligations,
      any Issuing Bank or the Administrative Agent now have or may hereafter have
      against the Borrower, any endorser or any guarantor of all or any part of the
      Guaranteed Obligations or any other Person, and the Guarantors waive any benefit
      of, and any right to participate in, any security or collateral given to the
      Holders of Obligations, any Issuing Bank and the Administrative Agent to secure
      the payment or performance of all or any part of the Guaranteed Obligations
      or
      any other liability of the Borrower to the Holders of Obligations or any Issuing
      Bank. Should any Guarantor have the right, notwithstanding the foregoing, to
      exercise its subrogation rights, each Guarantor hereby expressly and irrevocably
      (A) subordinates any and all rights at law or in equity to subrogation,
      reimbursement, exoneration, contribution, indemnification or set off that such
      Guarantor may have to the indefeasible payment in full in cash of the Guaranteed
      Obligations and (B) waives any and all defenses available to a surety, guarantor
      or accommodation co-obligor until the Guaranteed Obligations are indefeasibly
      paid in full in cash. Each Guarantor acknowledges and agrees that this
      subordination is intended to benefit the Administrative Agent and the other
      Holders of Obligations and shall not limit or otherwise affect such Guarantor’s
      liability hereunder or the enforceability of this Guaranty, and that the
      Administrative Agent, the other Holders of Obligations and their respective
      successors and assigns are intended third party beneficiaries of the waivers
      and
      agreements set forth in this Section 7(A).




6


(B)
        Subordination of Intercompany Indebtedness. Each Guarantor agrees that any
        and
        all claims of such Guarantor against the Borrower or any other Guarantor
        hereunder (each an “ Obligor ”)
        with
        respect to any “Intercompany Indebtedness” (as hereinafter defined), any
        endorser, obligor or any other guarantor of all or any part of the Guaranteed
        Obligations, or against any of its properties shall be subordinate and subject
        in right of payment to the prior payment, in full and in cash, of all Guaranteed
        Obligations; provided that, as long as no Event of Default has occurred and
        is
        continuing, such Guarantor may receive payments of principal and interest
        from
        any Obligor with respect to Intercompany Indebtedness. Notwithstanding any
        right
        of any Guarantor to ask, demand, sue for, take or receive any payment from
        any
        Obligor, all rights, liens and security interests of such Guarantor, whether
        now
        or hereafter arising and howsoever existing, in any assets of any other Obligor
        shall be and are subordinated to the rights of the Holders of Obligations
        and
        the Administrative Agent in those assets. No Guarantor shall have any right
        to
        possession of any such asset or to foreclose upon any such
        asset, whether by judicial action or otherwise, unless and until all of the
        Guaranteed Obligations shall have been fully paid and satisfied (in cash)
        and
        all financing arrangements pursuant to any Loan Document or any Swap Agreement
        have been terminated. If all or any part of the assets of any Obligor, or
        the
        proceeds thereof, are subject to any distribution, division or application
        to
        the creditors of such Obligor, whether partial or complete, voluntary or
        involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
        receivership, assignment for the benefit of creditors or any other action
        or
        proceeding, or if the business of any such Obligor is dissolved or if
        substantially all of the assets of any such Obligor are sold, then, and in
        any
        such event (such events being herein referred to as an “ Insolvency
        Event ”),
        any
        payment or distribution of any kind or character, either in cash, securities
        or
        other property, which shall be payable or deliverable upon or with respect
        to
        any indebtedness of any Obligor to any Guarantor (“ Intercompany
        Indebtedness ”)
        shall
        be paid or delivered directly to the Administrative Agent for application
        on any
        of the Guaranteed Obligations, due or to become due, until such Guaranteed
        Obligations shall have first been fully paid and satisfied (in cash). Should
        any
        payment, distribution, security or instrument or proceeds thereof be received
        by
        the applicable Guarantor upon or with respect to the Intercompany Indebtedness
        after any Insolvency Event and prior to the satisfaction of all of the
        Guaranteed Obligations and the termination of all financing arrangements
        pursuant to any Loan Document among the Borrower and the Holders of Obligations,
        such Guarantor shall receive and hold the same in trust, as trustee, for
        the
        benefit of the Holders of Obligations and shall forthwith deliver the same
        to
        the Administrative Agent, for the benefit of the Holders of Obligations,
        in
        precisely the form received (except for the endorsement or assignment of
        the
        Guarantor where necessary), for application to any of the Guaranteed
        Obligations, due or not due, and, until so delivered, the same shall be held
        in
        trust by the Guarantor as the property of the Holders of Obligations. If
        any
        such Guarantor fails to make any such endorsement or assignment to the
        Administrative Agent, the Administrative Agent or any of its officers or
        employees is irrevocably authorized to make the same. Each Guarantor agrees
        that
        until the Guaranteed Obligations (other than the contingent indemnity
        obligations) have been paid in full (in cash) and satisfied and all financing
        arrangements pursuant to any Loan Document among the Borrower and the Holders
        of
        Obligations have been terminated, no Guarantor will assign or transfer to
        any
        Person (other than the Administrative Agent) any claim any such Guarantor
        has or
        may have against any Obligor.





SECTION
      8. Contribution
      with Respect to Guaranteed Obligations .





(A)
      To
      the extent that any Guarantor shall make a payment under this Guaranty (a
“ Guarantor
      Payment ”)
      which,
      taking into account all other Guarantor Payments then previously or concurrently
      made by any other Guarantor, exceeds the amount which otherwise would have
      been
      paid by or attributable to such Guarantor if each Guarantor had paid the
      aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the
      same
      proportion as such Guarantor’s “Allocable Amount” (as defined below) (as
      determined immediately prior to such Guarantor Payment) bore to the aggregate
      Allocable Amounts of each of the Guarantors as determined immediately prior
      to
      the making of such Guarantor Payment, then, following indefeasible payment
      in
      full in cash of the Guaranteed Obligations and termination of the Credit
      Agreement and the Swap Agreements, such Guarantor shall be entitled to receive
      contribution and indemnification payments from, and be reimbursed by, each
      other
      Guarantor for the amount of such excess, pro rata based upon their respective
      Allocable Amounts in effect immediately prior to such Guarantor
      Payment.





7




(B)
      As of
      any date of determination, the “Allocable Amount” of any Guarantor shall be
      equal to the maximum amount of the claim which could then be recovered from
      such
      Guarantor under this Guaranty without rendering such claim voidable or avoidable
      under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable
      state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
      similar statute or common law.





(C)
      This
      Section 8 is intended only to define the relative rights of the Guarantors,
      and
      nothing set forth in this Section 8 is intended to or shall impair the
      obligations of the Guarantors, jointly and severally, to pay any amounts as
      and
      when the same shall become due and payable in accordance with the terms of
      this
      Guaranty.





(D)
      The
      parties hereto acknowledge that the rights of contribution and indemnification
      hereunder shall constitute assets of the Guarantor or Guarantors to which such
      contribution and indemnification is owing.





(E)
      The
      rights of the indemnifying Guarantors against other Guarantors under this
      Section 8 shall be exercisable upon the full and indefeasible payment of the
      Guaranteed Obligations in cash and the termination of the Credit Agreement
      and
      the Swap Agreements.





SECTION
      9. Stay
      of Acceleration .
      If
      acceleration of the time for payment of any amount payable by the Borrower
      under
      the Credit Agreement, any Swap Agreement or any other Loan Document is stayed
      upon the insolvency, bankruptcy or reorganization of the Borrower, all such
      amounts otherwise subject to acceleration under the terms of the Credit
      Agreement, any Swap Agreement or any other Loan Document shall nonetheless
      be
      payable by each of the Guarantors hereunder forthwith on demand by the
      Administrative Agent.





SECTION
      10. Notices .
      All
      notices, requests and other communications to any party hereunder shall be
      given
      in the manner prescribed in Article IX of the Credit Agreement with respect
      to
      the Administrative Agent at its notice address therein and with respect to
      any
      Guarantor, in care of the Borrower at the address of the Borrower set forth
      in
      the Credit Agreement or such other address or telecopy number as such party
      may
      hereafter specify for such purpose by notice to the Administrative Agent in
      accordance with the provisions of such Article IX.





SECTION
      11. No
      Waivers .
      No
      failure or delay by the Administrative Agent or any other Holder of Obligations
      in exercising any right, power or privilege hereunder shall operate as a waiver
      thereof nor shall any single or partial exercise thereof preclude any other
      or
      further exercise thereof or the exercise of any other right, power or privilege.
      The rights and remedies provided in this Guaranty, the Credit Agreement, any
      Swap Agreement and the other Loan Documents shall be cumulative and not
      exclusive of any rights or remedies provided by law.





SECTION
      12. Successors
      and Assigns .
      This
      Guaranty is for the benefit of the Administrative Agent and the other Holders
      of
      Obligations and their respective successors and permitted assigns; provided,
      that no Guarantor shall have any right to assign its rights or obligations
      hereunder without the consent of all of the Lenders, and any such assignment
      in
      violation of this Section 12 shall be null and void; and in the event of an
      assignment of any amounts payable under the Credit Agreement, any Swap Agreement
      or the other Loan Documents in accordance with the respective terms thereof,
      the
      rights hereunder, to the extent applicable to the indebtedness so assigned,
      may
      be transferred with such indebtedness. This Guaranty shall be binding upon
      each
      of the Guarantors and their respective successors and assigns.





8




SECTION
      13. Changes
      in Writing .
      Other
      than in connection with the addition of additional Subsidiaries, which become
      parties hereto by executing a supplement hereto in the form attached as Annex
      I,
      neither this Guaranty nor any provision hereof may be changed, waived,
      discharged or terminated orally, but only in writing signed by each of the
      Guarantors and the Administrative Agent with the consent of the Required Lenders
      under the Credit Agreement.





SECTION
      14. GOVERNING
      LAW .
      THIS
      GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
      STATE OF NEW YORK.





SECTION
      15. CONSENT
      TO JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY
      TRIAL .





(A) 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
      GUARANTY, 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 GUARANTY 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 GUARANTY AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS
      OF ANY JURISDICTION .





(B)
      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 GUARANTY, 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 GUARANTY BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.





9




(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 GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT
      REFERRED TO IN PARAGRAPH (A) 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 GUARANTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
      PROVIDED FOR NOTICES IN SECTION 10. NOTHING IN THIS GUARANTY OR ANY OTHER LOAN
      DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS GUARANTY TO SERVE PROCESS
      IN
      ANY OTHER MANNER PERMITTED BY LAW.





SECTION
      16. No
      Strict Construction .
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Guaranty. In the event an ambiguity or question of intent or interpretation
      arises, this Guaranty shall be construed as if drafted jointly by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this
      Guaranty.





SECTION
      17. Taxes,
      Expenses of Enforcement, etc .





(A)
      Taxes.





(i)
      All
      payments by any Guarantor to or for the account of any Lender, any Issuing
      Bank,
      the Administrative Agent or any other Holder of Obligations hereunder or under
      any application for a Letter of Credit shall be made free and clear of and
      without deduction for any and all Taxes. If any Guarantor shall be required
      by
      law to deduct any Taxes from or in respect of any sum payable hereunder to
      any
      Lender, any Issuing Bank, the Administrative Agent or any other Holder of
      Obligations, (a) the sum payable shall be increased as necessary so that after
      making all required deductions (including deductions applicable to additional
      sums payable under this Section 17(A)) such Lender, any Issuing Bank, the
      Administrative Agent or any other Holder of Obligations (as the case may be)
      receives an amount equal to the sum it would have received had no such
      deductions been made, (b) such Guarantor shall make such deductions, (c) such
      Guarantor shall pay the full amount deducted to the relevant authority in
      accordance with applicable law and (d) such Guarantor shall furnish to the
      Administrative Agent the original copy of a receipt evidencing payment thereof
      within thirty (30) days after such payment is made.





(ii)
      In
      addition, the Guarantors hereby agree to pay any present or future stamp or
      documentary taxes and any other excise or property taxes, charges or similar
      levies which arise from any payment made hereunder or under any promissory
      note
      or application for a Letter of Credit or from the execution or delivery of,
      or
      otherwise with respect to, this Guaranty or any promissory note or application
      for a Letter of Credit (“ Other
      Taxes ”).





10




(iii)
      The
      Guarantors hereby agree to indemnify the Administrative Agent, any Issuing
      Bank,
      each Lender and any other Holder of Obligations for the full amount of Taxes
      or
      Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
      on
      amounts payable under this Section 17(A)) paid by the Administrative Agent,
      any
      Issuing Bank, such Lender or such other Holder of Obligations and any liability
      (including penalties, interest and expenses) arising therefrom or with respect
      thereto. Payments due under this indemnification shall be made within thirty
      (30) days of the date the Administrative Agent, any Issuing Bank, such Lender
      or
      such other Holder of Obligations makes demand therefor.





(iv)
      By
      accepting the benefits hereof, each Foreign Lender agrees that it will comply
      with Section 2.17(e) of the Credit Agreement.





(B)
      Expenses of Enforcement, Etc. Subject to the terms of the Credit Agreement,
      after the occurrence of an Event of Default under the Credit Agreement, the
      Lenders shall have the right at any time to direct the Administrative Agent
      to
      commence enforcement proceedings with respect to the Guaranteed Obligations.
      The
      Guarantors agree to reimburse the Administrative Agent and the other Holders
      of
      Obligations for all reasonable out-of-pocket expenses incurred by the
      Administrative Agent or any Holder of Obligations, 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)
      for the Holders of Obligations, collectively, in connection with the collection
      and enforcement of amounts due under the Loan Documents, including without
      limitation this Guaranty. The Administrative Agent agrees to distribute payments
      received from any of the Guarantors hereunder to the other Holders of
      Obligations on a pro rata basis for application in accordance with the terms
      of
      the Credit Agreement.





SECTION
      18. Setoff .
      At any
      time after all or any part of the Guaranteed Obligations have become due and
      payable (by acceleration or otherwise), each Holder of Obligations (including
      the Administrative Agent) may, without notice to any Guarantor and regardless
      of
      the acceptance of any security or collateral for the payment hereof, appropriate
      and apply in accordance with the terms of the Credit Agreement toward the
      payment of all or any part of the Guaranteed Obligations (i) any indebtedness
      due or to become due from such Holder of Obligations or the Administrative
      Agent
      to any Guarantor, and (ii) any moneys, credits or other property belonging
      to
      any Guarantor, at any time held by or coming into the possession of such Holder
      of Obligations (including the Administrative Agent) or any of their respective
      affiliates.





SECTION
      19. Financial
      Information .
      Each
      Guarantor hereby assumes responsibility for keeping itself informed of the
      financial condition of the Borrower and any and all endorsers and/or other
      Guarantors of all or any part of the Guaranteed Obligations, and of all other
      circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations,
      or any part thereof, that diligent inquiry would reveal, and each Guarantor
      hereby agrees that none of the Holders of Obligations (including the
      Administrative Agent) shall have any duty to advise such Guarantor of
      information known to any of them regarding such condition or any such
      circumstances. In the event any Holder of Obligations (including the
      Administrative Agent), in its sole discretion, undertakes at any time or from
      time to time to provide any such information to a Guarantor, such Holder of
      Obligations (including the Administrative Agent) shall be under no obligation
      (i) to undertake any investigation not a part of its regular business routine,
      (ii) to disclose any information which such Holder of Obligations (including
      the
      Administrative Agent), pursuant to accepted or reasonable commercial finance
      or
      banking practices, wishes to maintain confidential or (iii) to make any other
      or
      future disclosures of such information or any other information to such
      Guarantor.





11




SECTION
      20. Severability .
      Wherever possible, each provision of this Guaranty shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Guaranty shall be prohibited by or invalid under such law, such
      provision shall be ineffective to the extent of such prohibition or invalidity
      without invalidating the remainder of such provision or the remaining provisions
      of this Guaranty.





SECTION
      21. Merger .
      This
      Guaranty represents the final agreement of each of the Guarantors with respect
      to the matters contained herein and may not be contradicted by evidence of
      prior
      or contemporaneous agreements, or subsequent oral agreements, between the
      Guarantor and any Holder of Obligations (including the Administrative
      Agent).





SECTION
      22. Headings .
      Section
      headings in this Guaranty are for convenience of reference only and shall not
      govern the interpretation of any provision of this Guaranty.





SECTION
      23. Judgment
      Currency .
      If for
      the purposes of obtaining judgment in any court it is necessary to convert
      a sum
      due from any Guarantor hereunder in the currency expressed to be payable herein
      (the “ specified
      currency ”)
      into
      another currency, the parties hereto agree, to the fullest extent that they
      may
      effectively do so, that the rate of exchange used shall be that at which in
      accordance with normal banking procedures the Administrative Agent could
      purchase the specified currency with such other currency at the Administrative
      Agent’s main New York City office on the Business Day preceding that on which
      final, non-appealable judgment is given. The obligations of each Guarantor
      in
      respect of any sum due hereunder shall, notwithstanding any judgment in a
      currency other than the specified currency, be discharged only to the extent
      that on the Business Day following receipt by any Holder of Obligations
      (including the Administrative Agent), as the case may be, of any sum adjudged
      to
      be so due in such other currency such Holder of Obligations (including the
      Administrative Agent), as the case may be, may in accordance with normal,
      reasonable banking procedures purchase the specified currency with such other
      currency. If the amount of the specified currency so purchased is less than
      the
      sum originally due to such Holder of Obligations (including the Administrative
      Agent), as the case may be, in the specified currency, each Guarantor agrees,
      to
      the fullest extent that it may effectively do so, as a separate obligation
      and
      notwithstanding any such judgment, to indemnify such Holder of Obligations
      (including the Administrative Agent), as the case may be, against such loss,
      and
      if the amount of the specified currency so purchased exceeds (a) the sum
      originally due to any Holder of Obligations (including the Administrative
      Agent), as the case may be, in the specified currency and (b) amounts shared
      with other Holders of Obligations as a result of allocations of such excess
      as a
      disproportionate payment to such other Holder of Obligations under Section
      2.18
      of the Credit Agreement, such Holder of Obligations (including the
      Administrative Agent), as the case may be, agrees, by accepting the benefits
      hereof, to remit such excess to such Guarantor.





Remainder
      of Page Intentionally Blank.







12





IN
      WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to
      be
      duly executed by its authorized officer as of the day and year first above
      written.





[GUARANTORS]








By:___________________________________


Name:


Title:










Acknowledged
      and Agreed


as
      of the
      date first written above:





JPMORGAN
      CHASE BANK, NATIONAL ASSOCIATION,


as
      Administrative Agent








By:_____________________________________


Name:


Title:





13





ANNEX
      I
      TO GUARANTY








Reference
      is hereby made to the Guaranty (the “ Guaranty ”)
      made
      as of December 20, 2006 by and among [GUARANTORS TO COME] (the “ Initial
      Guarantors ”
and
      along with any additional Subsidiaries of the Borrower, which become parties
      thereto and together with the undersigned, the “ Guarantors ”)
      in
      favor of the Administrative Agent, for the ratable benefit of the Holders of
      Obligations, under the Credit Agreement. Capitalized terms used herein and
      not
      defined herein shall have the meanings given to them in the Guaranty. By its
      execution below, the undersigned [NAME OF NEW GUARANTOR], a [corporation]
      [partnership] [limited liability company], agrees to become, and does hereby
      become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty
      as if originally a party thereto. By its execution below, the undersigned
      represents and warrants as to itself that all of the representations and
      warranties contained in Section 2 of the Guaranty are true and correct in all
      respects as of the date hereof.





IN
      WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited
      liability company] has executed and delivered this Annex I counterpart to the
      Guaranty as of this __________ day of _________, 20___.








[NAME
      OF NEW
      GUARANTOR]





By:_____________________________


Its: