Exhibit 10.1




EXECUTION COPY


 





 


FIRST LIEN SENIOR SECURED
CREDIT AGREEMENT


Dated as of January 9,
2007


among


WII MERGER CORPORATION,

as the initial Borrower,


CREDIT SUISSE,

as Administrative Agent, Swing Line Lender and

an L/C Issuer,


The Other Lenders
Parties Hereto


and


CREDIT SUISSE,

as Collateral Agent






CREDIT SUISSE SECURITIES (USA) LLC




Sole Lead Arranger
and Sole Bookrunning Manager






 


 


















TABLE
OF CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS AND
  ACCOUNTING TERMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  2

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  33

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  34

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  34

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  34

  
	
  1.06

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  34

  
	
  1.07

  	
   

  	
  Currency Equivalents Generally

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  The Loans

  	
   

  	
  35

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of Loans

  	
   

  	
  35

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  37

  
	
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  41

  
	
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  43

  
	
  2.06

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  47

  
	
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  47

  
	
  2.08

  	
   

  	
  Interest

  	
   

  	
  48

  
	
  2.09

  	
   

  	
  Fees

  	
   

  	
  48

  
	
  2.10

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  49

  
	
  2.11

  	
   

  	
  Evidence of Indebtedness

  	
   

  	
  49

  
	
  2.12

  	
   

  	
  Payments Generally; Administrative Agent’s Clawback

  	
   

  	
  50

  
	
  2.13

  	
   

  	
  Sharing of Payments by Lenders

  	
   

  	
  51

  
	
  2.14

  	
   

  	
  Increase in Term Commitments

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  53

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  55

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  55

  
	
  3.04

  	
   

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
   

  	
  55

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  57

  
	
  3.06

  	
   

  	
  Mitigation Obligations

  	
   

  	
  57

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Initial Credit Extension

  	
   

  	
  57

  
	
  4.02

  	
   

  	
  Conditions to All Credit Extensions

  	
   

  	
  61

  



 











 


	
  ARTICLE V

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  62

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  63

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  63

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  63

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
   

  	
  63

  
	
  5.06

  	
   

  	
  Litigation; Labor Controversy

  	
   

  	
  65

  
	
  5.07

  	
   

  	
  No Default

  	
   

  	
  65

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens; Investments

  	
   

  	
  65

  
	
  5.09

  	
   

  	
  Environmental Compliance

  	
   

  	
  65

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  66

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  66

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  66

  
	
  5.13

  	
   

  	
  Subsidiaries; Equity Interests; Loan Parties

  	
   

  	
  67

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  67

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  68

  
	
  5.16

  	
   

  	
  Intellectual Property; Licenses, Etc.

  	
   

  	
  68

  
	
  5.17

  	
   

  	
  Solvency

  	
   

  	
  68

  
	
  5.18

  	
   

  	
  Casualty, Etc.

  	
   

  	
  68

  
	
  5.19

  	
   

  	
  Sponsor Control

  	
   

  	
  69

  
	
  5.20

  	
   

  	
  Validity, Priority and Perfection of Security
  Interests in the Collateral

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  AFFIRMATIVE
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  69

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  70

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  72

  
	
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  73

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc.

  	
   

  	
  73

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  73

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  73

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  74

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  74

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  74

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  74

  
	
  6.12

  	
   

  	
  Covenant to Guarantee Obligations and Give Security

  	
   

  	
  75

  
	
  6.13

  	
   

  	
  Compliance with Environmental Laws

  	
   

  	
  77

  
	
  6.14

  	
   

  	
  Preparation of Environmental Reports

  	
   

  	
  77

  
	
  6.15

  	
   

  	
  Further Assurances

  	
   

  	
  78

  
	
  6.16

  	
   

  	
  Compliance with Terms of Leaseholds

  	
   

  	
  78

  
	
  6.17

  	
   

  	
  Cash Collateral Accounts

  	
   

  	
  78

  
	
  6.18

  	
   

  	
  Corporate Ratings and Debt Ratings

  	
   

  	
  79

  
	
  6.19

  	
   

  	
  Interest Rate Hedging

  	
   

  	
  79

  
	
  6.20

  	
   

  	
  COC Put Offer and Debt Tender Offer

  	
   

  	
  79

  
	
  6.21

  	
   

  	
  Post-Closing Mortgages

  	
   

  	
  79

  



 



 2
 








 


	
  ARTICLE VII

  
	
  NEGATIVE
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  80

  
	
  7.02

  	
   

  	
  Indebtedness

  	
   

  	
  83

  
	
  7.03

  	
   

  	
  Investments

  	
   

  	
  85

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  86

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  87

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  88

  
	
  7.07

  	
   

  	
  Change in Nature of Business

  	
   

  	
  90

  
	
  7.08

  	
   

  	
  Holding Company Status

  	
   

  	
  90

  
	
  7.09

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  90

  
	
  7.10

  	
   

  	
  Burdensome Agreements

  	
   

  	
  91

  
	
  7.11

  	
   

  	
  Financial Covenants

  	
   

  	
  91

  
	
  7.12

  	
   

  	
  Capital Expenditures

  	
   

  	
  95

  
	
  7.13

  	
   

  	
  Amendments of Organization Documents

  	
   

  	
  95

  
	
  7.14

  	
   

  	
  Accounting Changes

  	
   

  	
  95

  
	
  7.15

  	
   

  	
  Prepayments, Amendments, Etc. of Indebtedness

  	
   

  	
  95

  
	
  7.16

  	
   

  	
  Amendment, Etc. of the Related Documents

  	
   

  	
  95

  
	
  7.17

  	
   

  	
  Partnerships, Etc.

  	
   

  	
  96

  
	
  7.18

  	
   

  	
  Speculative Transactions

  	
   

  	
  96

  
	
  7.19

  	
   

  	
  Formation of Subsidiaries

  	
   

  	
  96

  
	
  7.20

  	
   

  	
  Designation as Designated Senior Debt

  	
   

  	
  96

  
	
  7.21

  	
   

  	
  Modification of Second Lien Loan Documents

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  EVENTS OF
  DEFAULT AND REMEDIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  96

  
	
  8.02

  	
   

  	
  Remedies upon Event of Default

  	
   

  	
  98

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  99

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Authorization and Action

  	
   

  	
  100

  
	
  9.02

  	
   

  	
  Agent’s Reliance, Etc.

  	
   

  	
  100

  
	
  9.03

  	
   

  	
  Credit Suisse and Affiliates

  	
   

  	
  101

  
	
  9.04

  	
   

  	
  Lender Credit Decision

  	
   

  	
  101

  
	
  9.05

  	
   

  	
  Indemnification of Agents

  	
   

  	
  101

  
	
  9.06

  	
   

  	
  Successor Agents

  	
   

  	
  102

  
	
  9.07

  	
   

  	
  Arranger Has No Liability

  	
   

  	
  102

  
	
  9.08

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  102

  
	
  9.09

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  103

  
	
  9.10

  	
   

  	
  Intercreditor Agreement

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  MISCELLANEOUS

  
	
   

  
	
  10.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  104

  
	
  10.02

  	
   

  	
  Notices and Other Communications; Facsimile Copies

  	
   

  	
  106

  



 



 3
 








 


	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  107

  
	
  10.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver; No Liability of
  the L/C Issuer

  	
   

  	
  108

  
	
  10.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  110

  
	
  10.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  110

  
	
  10.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  114

  
	
  10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  115

  
	
  10.09

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  116

  
	
  10.10

  	
   

  	
  Release of Collateral

  	
   

  	
  116

  
	
  10.11

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  116

  
	
  10.12

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  117

  
	
  10.13

  	
   

  	
  Severability

  	
   

  	
  117

  
	
  10.14

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  117

  
	
  10.15

  	
   

  	
  Governing Law; Jurisdiction; Etc.

  	
   

  	
  117

  
	
  10.16

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  118

  
	
  10.17

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  118

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 



 4
 








 


	
   SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Guarantors

  	
   

  	
   

  
	
  1.01(a)

  	
   

  	
  Specified Pro Forma Adjustments

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Commitments and Applicable Percentages

  	
   

  	
   

  
	
  5.03

  	
   

  	
  Certain Authorizations

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
   

  
	
  5.05

  	
   

  	
  Existing Indebtedness; Surviving Indebtedness;
  Supplement to Interim Financial Statements

  	
   

  	
   

  
	
  5.08(b)

  	
   

  	
  Existing Liens

  	
   

  	
   

  
	
  5.08(c)

  	
   

  	
  Owned Real Property

  	
   

  	
   

  
	
  5.08(d)(i)

  	
   

  	
  Leased Real Property (Lessee)

  	
   

  	
   

  
	
  5.09

  	
   

  	
  Environmental Matters

  	
   

  	
   

  
	
  5.13

  	
   

  	
  Subsidiaries and Other Equity Investments; Loan
  Parties

  	
   

  	
   

  
	
  5.16

  	
   

  	
  Intellectual Property Matters

  	
   

  	
   

  
	
  7.03(f)

  	
   

  	
  Existing Investments

  	
   

  	
   

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Committed Loan Notice

  	
   

  	
   

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  	
   

  	
   

  
	
  C-1

  	
   

  	
  Term Note

  	
   

  	
   

  
	
  C-2

  	
   

  	
  Revolving Credit Note

  	
   

  	
   

  
	
  D

  	
   

  	
  Compliance Certificate

  	
   

  	
   

  
	
  E

  	
   

  	
  Assignment and Assumption

  	
   

  	
   

  
	
  F-1

  	
   

  	
  Holdings Guaranty

  	
   

  	
   

  
	
  F-2

  	
   

  	
  Subsidiary Guaranty

  	
   

  	
   

  
	
  G

  	
   

  	
  Security Agreement

  	
   

  	
   

  
	
  H

  	
   

  	
  Solvency Certificate

  	
   

  	
   

  
	
  I-1

  	
   

  	
  Opinion Matters – Counsel to Loan Parties

  	
   

  	
   

  
	
  I-2

  	
   

  	
  Opinion Matters – Local Counsel to Loan Parties

  	
   

  	
   

  
	
  J

  	
   

  	
  Letter of Credit Application

  	
   

  	
   

  
	
  K

  	
   

  	
  Administrative Questionnaire

  	
   

  	
   

  
	
  L

  	
   

  	
  Assumption Agreement

  	
   

  	
   

  
	
  M

  	
   

  	
  Mortgages

  	
   

  	
   

  



 



 5














CREDIT AGREEMENT


This FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is entered into as of
January 9, 2007, among WII Merger Corporation, a Delaware corporation (“Mergerco”), as the
initial borrower, each lender from time to time party hereto (collectively, the
“Lenders” and, individually, a “Lender”), and CREDIT SUISSE, acting
through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as
Administrative Agent, Swing Line Lender, an L/C Issuer and as Collateral Agent.


PRELIMINARY STATEMENTS:


(1)           Pursuant
to the Amended and Restated Agreement and Plan of Merger dated as of January 5,
2006 (as amended, restated, supplemented or otherwise modified in accordance
with its terms, to the extent permitted in accordance with the Loan Documents
(as, along with all other capitalized terms not otherwise defined in these
Preliminary Statements, defined below), the “Merger
Agreement”) among WII Components, Inc., a Delaware corporation (the “Company”), Behrman
Capital III L.P., a Delaware limited partnership, solely in its capacity as the
Stockholders’ Representative (as defined in the Merger Agreement), Mergerco and
WII Holding, Inc., a Delaware corporation (“Holdings”), Mergerco has agreed to merge
with and into the Company (the “Merger”), with the Company as the surviving entity.  Upon consummation of the Merger, Holdings
will be a holding company that directly owns, and the only assets of which will
be, all of the equity interests in the Company.


(2)           As
a result of the Merger, the Company will assume all obligations of Mergerco
under the Loan Documents.


(3)           Subject
to the terms and conditions contained herein, the Borrower has requested that
(a) the Lenders make terms loans to the Borrower on the Closing Date and on up
to two additional occasions thereafter, the proceeds of which will be used by
the Borrower, subject to the limitations and conditions set forth herein, to
repay the Existing Facility, to repurchase any Existing Notes tendered pursuant
to the COC Put Offer, to otherwise finance the redemption, repurchase,
refinance or defeasance of Existing Notes and, together with the proceeds from
loans under the Second Lien Credit Agreement, to refinance the Acquisition Loan
(or any
Indebtedness incurred to refinance the Acquisition Loan) and pay certain transaction fees and
expenses (including any premiums paid pursuant to the repurchase of the
Existing Notes), and, in the case of the Initial First Lien Term Advance, for
working capital purposes, and (b) from time to time after the Closing Date, the
Lenders make revolving loans to the Borrower (and in the case of the L/C
Issuer, issue Letters of Credit for the account of the Borrower) pursuant to a
revolving credit facility (with a subfacility for swingline loans) in an
aggregate amount up to $25,000,000 to finance the ongoing working capital and
other general corporate purposes of the Borrower and its Subsidiaries.


(4)           The
Lenders have indicated their willingness to so lend and the L/C Issuer has
indicated its willingness to so issue Letters of Credit, in each case, on the
terms and subject to the conditions set forth herein, including the granting of
liens on Collateral pursuant to the Collateral Documents and the making of the
guarantees pursuant to the Guaranties.


(5)           It
is a condition to the obligations of the Lenders and the effectiveness of this
Agreement that, among other conditions, (a) the Merger is consummated pursuant
to the Merger Agreement, and (b) Holdings shall have contributed cash to
Mergerco (in exchange for common stock of Mergerco) in an amount not less than
25% of the pro  forma total consolidated capitalization of
Holdings and its Subsidiaries (after giving effect to the Merger) on the
Closing Date (the “Equity
Contribution”).











(6)           Upon
the execution of the Second Lien Credit Agreement, the provisions of this
Agreement and the Second Lien Credit Agreement will be (as between the Lenders
and the “Lenders” under the Second Lien Credit Agreement) subject to the
provisions of the Intercreditor Agreement.


In consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby covenant and agree as
follows:


Article I

DEFINITIONS AND ACCOUNTING TERMS


1.01         Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:


“Acquired Permitted Capital
Expenditure Amount” has the meaning specified in Section 7.12.


“Acquisition Loan” means,
collectively, the loans made to Holdings pursuant to each of (i) the Senior Note Purchase Agreement dated January
9, 2007 in an aggregate principal amount of $43,000,000 (plus capitalized
interest thereon) and (ii) the Subordinated Note Purchase Agreement dated
January 9, 2007 in an aggregate principal amount of $43,000,000 (plus
capitalized interest thereon), in each case, the proceeds of which are
contributed as common equity to the capital of Mergerco.


“Administrative Agent”
means Credit Suisse in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.


“Administrative Agent’s
Office” means the Administrative Agent’s address and, as
appropriate, the account maintained by the Administrative Agent with Credit
Suisse as the Administrative Agent may from time to time notify to the Borrower
and the Lenders.


“Administrative Questionnaire”
means an Administrative Questionnaire in substantially the form of Exhibit K
hereto.


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


“Agents”
means, collectively, the Administrative Agent and the Collateral Agent.


“Aggregate Commitments”
means the Commitments of all the Lenders.


“Aggregate Credit Exposures”
means, at any time, the sum of (a) the unused portion of the Revolving Credit
Facility then in effect, (b) the unused portion of each Term Commitment then in
effect and (c) the Total Outstandings at such time.


“Agreement”
means this Credit Agreement.


“Applicable Margin”
means, with respect to each of the Term Facility and the Revolving Credit
Facility, (a) in the case of Eurodollar Rate Loans, 2.75% per annum, and (b) in the case of Base Rate Loans, 1.75% per annum, provided that,
in the case of the Revolving Credit Facility, after the date of delivery of the
Borrower’s financial statements covering the third fiscal quarter



 2
 








of 2007 pursuant to Section 6.01(b), the
Applicable Margin applicable to the Revolving Credit Facility shall be
determined by reference to the Consolidated Leverage Ratio as set forth below:


	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  	
  Eurodollar Loans

  	
   

  	
  Base Rate Loans

  	
   

  
	
  I

  	
   

  	
  Greater
  than or equal to 4.00:1.00

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  
	
  II

  	
   

  	
  Less
  than 4.00:1.00 and greater than or equal to 3.00:1.00

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  III

  	
   

  	
  Less than 3.00:1.00

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  



Notwithstanding the
foregoing, in the event that (i) the Borrower has not obtained Corporate
Ratings from Moody’s and S&P on or before the date that is 30 days after
the Closing Date or (ii) the Borrower obtains Corporate Ratings from Moody’s
and S&P during such period but such Corporate Ratings are not at least B2
by Moody’s and B by S&P (in each case with at least stable outlook), each
of the rates set forth in clauses (a) and (b) above and in the above grid shall
be permanently increased by 0.25% per annum. 
Any change in the Applicable Margin resulting from a change in the
Consolidated Leverage Ratio shall become effective on the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(b) with respect to the most recently ended fiscal
quarter (commencing with the third fiscal quarter of 2007); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then Pricing Level I shall apply as of the first Business Day
after the date on which such Compliance Certificate was required to have been
delivered until such Compliance Certificate is delivered, at which time the
Applicable Margin shall be based on such Compliance Certificate.


“Applicable
Percentage” means, with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender’s Commitment under the applicable
Facility or Facilities at such time.  If
the Commitments of each Lender to make Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section
8.02, or if the Aggregate Commitments have expired, then the Applicable
Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any
subsequent assignments.  The initial
Applicable Percentage of each Lender is set forth opposite the name of such
Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.


“Appropriate Lender” means, at
any time, (a) with respect to the Term Facility or the Revolving Credit
Facility, a Lender that has a Commitment with respect to such Facility at such
time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C
Issuer and (ii) if any Letters of Credit have been issued pursuant to Section
2.03(a), the Revolving Credit Lenders and (c) with respect to the
Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing
Line Loans are outstanding pursuant to Section 2.04(a), the
Revolving Credit Lenders.


“Approved
Fund” means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.


“Arranger”
means Credit Suisse Securities (USA) LLC, in its capacity as sole lead arranger
and sole bookrunning manager.



 3
 








“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two
or more Approved Funds managed by the same investment advisor.


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


“Assumption Agreement”
means an assumption agreement entered into by the Company in favor of the
Administrative Agent on behalf of the Secured Parties, in substantially the
form of Exhibit L or any other form approved by the Administrative Agent.


“Attributable Indebtedness”
means, on any date, (a) in respect of any Capitalized Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease
payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capitalized Lease.


“Audited Financial
Statements” means the audited consolidated balance sheet of the
Company and its Subsidiaries for the fiscal year ended December 31, 2005, and
the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year of the Company and its Subsidiaries,
including the notes thereto.


“Availability Period”
means, in the case of the Revolving Credit Facility, the period commencing on
the first Business Day following the Closing Date and continuing until the
Maturity Date for such Facility.


“Base
Rate” means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher
of:


(a)           the rate of interest per annum then
most recently announced by Credit Suisse in New York, New York, from time to
time, as Credit Suisse’s prime rate for Dollars loaned in the United States;
and


(b)           1/2 of 1% per annum above the Federal
Funds Rate.


The Base Rate is an index rate and is not necessarily
intended to be the lowest or best rate of interest charged to other customers
in connection with extensions of credit or to other banks.


“Base Rate Loan”
means a Loan that bears interest based on
the Base Rate.


“Borrower”
means (a) prior to the Merger, Mergerco and (b) from and after the Merger, the
Company.


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing,
as the context may require.


“Business
Day” means a day of the year on which banks are not required or
authorized by law to close in New York, New York and, if the applicable Business
Day relates to any Eurodollar Rate Loans, on which dealings are carried on in
the London interbank market.



 4
 








“Capital
Expenditure Carryover Amount” has the meaning specified in Section 7.12.


“Capital Expenditures”
means, with respect to any Person for any period, any expenditure in respect of
the purchase or other acquisition of any fixed or capital asset (excluding
normal replacements and maintenance which are properly charged to current
operations).  For purposes of this
definition, (a) the purchase price of equipment that is purchased substantially
contemporaneously with the trade-in or sale of similar existing equipment or
with insurance proceeds therefrom shall be included in Capital Expenditures
only to the extent of the gross amount by which such purchase price exceeds the
credit granted by the seller of such equipment for the equipment being traded
in at such time or the proceeds of such sale or the amount of such insurance
proceeds, as the case may be, and (b) the term “Capital Expenditures”
shall not include any expenditures (i) made or paid with the net proceeds
of amounts paid or contributed after the Closing Date to Holdings by the
Investors or their Affiliates in consideration of the sale or issuance to the
Investors or such Affiliates of Equity Interests of Holdings, which amounts are
contributed through Holdings to the equity capital of the Company, (ii) to
the extent such Person or its Subsidiaries are reimbursed in cash by a third
party (other than a Loan Party or any Subsidiary of a Loan Party) during the
same period in which such expenditure was made or (iii) made or assumed in
connection with a Permitted Acquisition.


“Capitalized
Leases” means all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases.


“Cash Collateral Account”
means an interest bearing deposit account to be maintained at Credit Suisse (or
another commercial bank selected in compliance with Section 6.17) in the
name of the Collateral Agent and under the sole dominion and control of the Collateral
Agent, and otherwise established in a manner reasonably satisfactory to the
Administrative Agent.


“Cash
Collateralize” has the meaning specified in Section 2.03(h).


“Cash Distributions” means,
with respect to any Person for any period, all dividends and other
distributions on any of the outstanding Equity Interests in such Person, all
purchases, redemptions, retirements, defeasances or other acquisitions of any
of the outstanding Equity Interests in such Person and all returns of capital
to the stockholders, partners or members (or the equivalent persons) of such
Person, in each case to the extent paid in cash by or on behalf of such Person
during such period.


“Cash Equivalents” means any
of the following types of Investments:


(a)           readily marketable obligations issued
or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof having maturities of not more than 360
days from the date of acquisition thereof; provided that the full faith and credit of the United States
of America is pledged in support thereof;


(b)           time deposits with, or insured
certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) (A) is a Lender or (B) is organized under the laws of the United States of
America, any State thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States of America, any State thereof or the District of Columbia, and is
a member of the Federal Reserve System, (ii) issues (or the parent of which
issues) commercial paper rated as described in clause (c) of this
definition and (iii) has combined



 5
 








capital
and surplus of at least $1,000,000,000, in each case with maturities of not
more than 360 days from the date of acquisition thereof;


(c)           commercial paper in an aggregate amount of no more than $1,000,000 per
issuer outstanding at any time issued by any Person organized under the laws of
any state of the United States of America and rated at least “Prime-1” (or the
then equivalent grade) by Moody’s or at least “A-1” (or the then
equivalent grade) by S&P, in each case with maturities of not more
than 270 days from the date of acquisition thereof; and


(d)           Investments, classified in accordance with GAAP as Current Assets of the
Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by
financial institutions that have the highest rating obtainable from either Moody’s
or S&P, and the portfolios of which are limited solely to Investments
of the character, quality and maturity described in clauses (a), (b) and
(c) of this definition.


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980.


“CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.


“CFC”
means a controlled foreign corporation as defined in Section 957(a) of the Code.


“Change
in Law” means the occurrence, after the date of this Agreement,
of any of the following:  (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation
or application thereof by any Governmental Authority or (c) the making or
issuance of any request, guideline or directive (whether or not having the
force of law) by any Governmental Authority.


“Change of Control”
means an event or series of events by which:


(a)           the Sponsor shall cease to own and
control legally and beneficially, either directly or indirectly, equity
securities in Holdings representing more than 51% of the combined voting power
of all of equity securities entitled to vote for members of the board of
directors or equivalent governing body of Holdings on a fully diluted basis; or


(b)           on or after a Qualifying IPO, any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) other than the Sponsor becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have “beneficial ownership” of all
securities that such person or group has the right to acquire (such right, an “option right”), whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly, of 40% or more of the equity securities of Holdings or the Borrower
entitled to vote for members of the board of directors or equivalent governing
body of such Person on a fully diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any
option right); or



 6
 








(c)           during any period of 24 consecutive
months, a majority of the members of the board of directors or other equivalent
governing body of Holdings or the Borrower cease to be composed of individuals
(i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause (iii),
any individual whose initial nomination for, or assumption of office as, a
member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the
board of directors); or


(d)           on or after a Qualifying IPO,  any Person or two or more Persons acting
in concert, other than the Sponsor, shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management
or policies of Holdings or the Borrower or control over the equity securities
of such Person entitled to vote for members of the board of directors or
equivalent governing body of such Person on a fully diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right) representing 40% or more of the combined
voting power of such securities; or


(e)           Holdings shall cease, directly or
indirectly, to own and control legally and beneficially all of the Equity
Interests in the Borrower or Woodcraft Industries, Inc. (other than directors’
qualifying shares in nominal amounts and on terms reasonably acceptable to the
Administrative Agent that are required by law to be held by directors of the
Borrower); or


(f)            a “change of control” or any
comparable event shall have occurred under, and as defined in, either (i) the
Second Lien Credit Agreement or (ii) any agreement evidencing Indebtedness of
any Loan Party or any Subsidiary of any Loan Party in excess of the Threshold
Amount.


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01.


“COC Put Offer” means an
offer by the Company to repurchase the Existing Notes then outstanding pursuant
to the terms of Section 4.10 of the Existing Indenture.


“Code” means
the Internal Revenue Code of 1986.


“Collateral”
means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents
and all of the other property and assets that are or are intended under the
terms of the Collateral Documents to be subject to Liens in favor of the
Collateral Agent for the benefit of the Secured Parties.



 7
 








“Collateral Agent”
means Credit Suisse in its capacity as collateral agent under any of the Loan
Documents, or any successor collateral agent.


“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security
Agreement, the Mortgages (if any), each of the mortgages, collateral
assignments, Security Agreement Supplements, IP Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to
the Collateral Agent pursuant to Section 6.12, and each of the other
agreements, instruments or documents that creates or purports to create a Lien
in favor of the Collateral Agent for the benefit of the Secured Parties.


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may
require.


“Commitment Letter”
has the meaning specified in Section 10.11.


“Committed Loan Notice”
means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a
conversion of Loans from one Type to the other, or (d) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.


“Company”
has the meaning specified in the Preliminary Statements to this Agreement.


“Company
Material Adverse Effect” means a “Company Material Adverse
Effect” as defined in the Merger Agreement.


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D.


“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus
(a) the following to the extent deducted in calculating such Consolidated Net
Income: (i) up to $1,000,000 of transitional expenses and other one-time
expenses incurred or paid after the Closing Date during the term of the
Agreement; (ii) any purchase accounting adjustments (including any future
expenses associated with such adjustment), restructuring and other
non-recurring items or expenses incurred in connection with the Transaction or
any Permitted Acquisition (including any debt or equity issuance in connection
therewith) or any non-recurring items or expenses incurred in connection with a
Disposition permitted under Section 7.05(a), (c), (i) or (l);
(iii) Consolidated Interest Charges for such period; (iv) the provision for
Federal, state, local and foreign income taxes payable by the Borrower and its
Subsidiaries for such period; (v) depreciation and amortization expense; (vi)
all non-cash charges in connection with the granting of, or accretion on, options,
warrants or other equity interests (including any repricing, amendment,
modification, substitution or change of any stock, stock option, stock
appreciation rights or similar arrangements); (vii) other non-recurring or
extraordinary charges or expenses of the Borrower and its Subsidiaries reducing
such Consolidated Net Income and non-cash compensation expense and other
non-cash items which, in each case, do not represent a cash item in such period
and will not represent a cash item in any future period; (viii) non-cash losses
resulting from the application of Financial Accounting Standards Board Rule 142
or 144; (ix) reasonable fees, costs and expenses incurred in connection with
the Transaction (including management retention and other transaction bonuses and
any premiums, fees, costs and expenses associated with the repayment,
retirement, purchase or redemption of any Indebtedness existing on or
immediately prior to the Closing Date); (x) any expenses deducted in
calculating Consolidated Net Income for such period and reimbursed during such
period by third parties



 8
 








(other than Holdings or any of its Subsidiaries); (xi)
fees, costs and expenses in connection with any actual or proposed issuance of
Indebtedness or Equity Interests, Investment or Disposition not to exceed
$2,000,000 in the aggregate during the term of this Agreement and any fees,
costs and expenses in connection with any actual or proposed Permitted
Acquisition (including such transactions that fail to close, but had they
closed would have constituted a Permitted Acquisition) not to exceed $2,500,000
in the aggregate in connection with any such actual or proposed Permitted
Acquisition; (xii) management fees, costs and expenses accrued, or to the
extent not accrued in any prior period, paid to the Sponsor during such period
by the Borrower and its Subsidiaries (A) under the Management Agreement
pursuant to Section 7.09(d) and/or (B) with respect to the fees
permitted by Section 7.09(e); (xiii) during any period in which any
Existing Notes are outstanding, fees, costs and expenses (including advisory,
legal and reporting costs) associated with Public Indebtedness, in an aggregate
amount not to exceed $200,000 in any fiscal year; (xiv) any upfront fees, costs
and expenses associated with Secured Hedge Agreements entered into to comply
with Section 6.19; and (xv) any loss attributable to Dispositions permitted
hereunder or which occurred prior to the Closing Date, and minus (b) the
following to the extent included in calculating such Consolidated Net Income:  (i) Federal, state, local and foreign income
tax credits of the Borrower and its Subsidiaries for such period; (ii) all
non-recurring or extraordinary non-cash items increasing Consolidated Net
Income for such period; (iii) earnings attributable to Investments in joint
ventures and partnerships to the extent not distributed in cash to the Borrower
or its Subsidiaries; (iv) any gain attributable to Dispositions permitted
hereunder or which occurred prior to the Closing Date; and (iv) non-cash gains
resulting from the application of Financial Accounting Standards Board Rule 142
or 144; provided that, solely for purposes of calculating the covenants
in Section 7.11(a), (b) and (c), if the Borrower or any of
its Subsidiaries has made any Permitted Acquisition or any Disposition of
assets permitted by Section 7.05 outside of the ordinary course of
business during the period of four consecutive fiscal quarters ending on any
date during a relevant period for testing compliance, Consolidated EBITDA for
such period shall be calculated after giving pro  forma effect
thereto, with pro  forma adjustments (x) arising out of events
which are directly attributable to a specific transaction, are factually
supportable and are expected to have a continuing impact, in each case,
determined on a basis consistent with Article 11 of Regulation S-X promulgated
under the Securities Act of 1933 and as interpreted by the staff of the
Securities and Exchange Commission, which pro  forma adjustments
shall be certified on behalf of the Borrower by the chief financial officer of
the Borrower or (y) consented to by the Administrative Agent in its reasonable
discretion, as if such Permitted Acquisition or Disposition of assets (and any
related incurrence, repayment or assumption of Indebtedness, with any new
Indebtedness being deemed to be amortized over the applicable testing period in
accordance with its terms, and assuming that any Revolving Loans borrowed in
connection with such acquisition are repaid with excess cash balances when available)
had occurred on the first day of the relevant period for testing
compliance.  Notwithstanding the
foregoing, Consolidated EBITDA shall be deemed to be equal to: (i) $11,584,089
for the second fiscal quarter of 2006 and (ii) $10,627,240 for the third fiscal
quarter of 2006.


“Consolidated
First Lien Funded Indebtedness” means, as of any date of
determination, without duplication, for the Borrower and its Subsidiaries on a
consolidated basis (in each case with respect to the following items (a)
through (h) solely for so long as the same are secured by any assets of the
Borrower and its Subsidiaries on a first-priority basis or otherwise on a basis
pari passu with the security interest of the Collateral Agent for the benefit
of the Lenders in the Collateral), the sum of (a) the outstanding principal
amount of all obligations, whether current or long-term, for borrowed money
(including, without limitation, Obligations hereunder) and outstanding
principal amount of all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money Indebtedness,
(c) all direct



 9
 








obligations arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds
and similar instruments, (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable and
other accrued expenses in the ordinary course of business), (e) Attributable
Indebtedness, (f) all Off-Balance Sheet Liabilities, (g) without duplication,
all Guarantees with respect to outstanding Indebtedness of the types specified
in clauses (a) through (e) above of Persons other than the Borrower or any
Subsidiary, and (h) all Indebtedness of the types referred to in clauses (a)
through (g) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the
Borrower or a Subsidiary is a general partner or joint venturer, except for any
portion of such Indebtedness that is expressly made non-recourse to the
Borrower or such Subsidiary.


“Consolidated
First Lien Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated First Lien Funded Indebtedness as
of such date minus the lesser of (i) the amount of unrestricted cash and
cash equivalents of the Borrower and its Subsidiaries as of such date and (ii)
$2,500,000 to  (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.


“Consolidated Funded Indebtedness”
means, as of any date of determination, without duplication, for the Borrower
and its Subsidiaries (and, for all periods ended before the Covenant Trigger
Date, Holdings) on a consolidated basis, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including, without limitation, Obligations hereunder) and outstanding
principal amount of all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money Indebtedness,
(c) all direct obligations arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments, (d) all obligations in respect of the deferred purchase
price of property or services (other than trade accounts payable and other
accrued expenses in the ordinary course of business), (e) Attributable
Indebtedness, (f) all Off-Balance Sheet Liabilities, (g) without duplication,
all Guarantees with respect to outstanding Indebtedness of the types specified
in clauses (a) through (e) above of Persons other than the
Borrower or any Subsidiary (or, for all periods ended before the Covenant
Trigger Date, Holdings), and (h) all Indebtedness of the types referred to in clauses
(a) through (g) above of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company)
in which the Borrower or a Subsidiary (or, for all periods ending before the
Covenant Trigger Date, Holdings) is a general partner or joint venturer, except
for any portion of such Indebtedness that is expressly made non-recourse to the
Borrower or such Subsidiary (or, where applicable, Holdings, as the case may
be).


“Consolidated Interest Charges”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) all interest, premium payments, debt discount, fees,
charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, (b) the portion of rent expense of the
Borrower and its Subsidiaries with respect to such period under Capitalized
Leases that is treated as interest in accordance with GAAP, (c) the amount of
dividends and distributions made to Holdings in respect of interest on the
Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan) during such period under Section 7.06(k),
and (d) the implied interest component of Synthetic Leases (regardless of
whether accounted for as interest expense under GAAP), all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptances and net costs in respect of Swap Contracts constituting
interest rate swaps, collars, caps or other arrangements requiring payments



 10
 








contingent upon interest rates of the Borrower and its
Subsidiaries, excluding, amounts referred to in Sections 2.09(b) and 10.04(a)
of this Agreement.


“Consolidated
Interest Coverage Ratio” means, as of any date of determination,
the ratio of (a) Consolidated EBITDA to
(b) Consolidated Interest Charges, in each case, of the Borrower and its
Subsidiaries for the period of four fiscal quarters then most recently ended; provided
that (i) for purposes of determining the amount of Consolidated Interest
Charges for the four fiscal quarters ended March 31, 2007, such amount shall
equal the Consolidated Interest Charges for the fiscal quarter ended March 31,
2007 multiplied by four, (ii) for purposes of determining the amount of
Consolidated Interest Charges for the four fiscal quarters ended June 30, 2007,
such amount shall equal the Consolidated Interest Charges for the two
consecutive fiscal quarters ended June 30, 2007 multiplied by two and
(iii) for purposes of determining the amount of Consolidated Interest Charges
for the four fiscal quarters ended September 30, 2007, such amount shall equal
the Consolidated Interest Charges for the three consecutive fiscal quarters
ended September 30, 2007 multiplied by 4/3; provided  further,
that for periods ending on or after the Covenant Trigger Date, the amount of
the Consolidated Interest Charges used in the calculations pursuant to clauses
(i), (ii) and (iii) above shall be determined on a pro forma basis as if the
Covenant Trigger Date had occurred (and any Indebtedness in connection
therewith incurred) on the first day of the fiscal quarter or quarters relevant
to such calculation.


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date minus the lesser of (i)
the amount of unrestricted cash and cash equivalents of the Borrower and its
Subsidiaries as of such date and (ii) $2,500,000  to  (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.


“Consolidated Net Income”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, the net income of the Borrower and its Subsidiaries (excluding
extraordinary or non-recurring cash or non-cash gains and any extraordinary or
non-recurring cash or non-cash losses) for that period.


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


“Control”
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.


“Corporate Rating”
means, as of any date of determination, the corporate rating or corporate
family rating as determined by either S&P or Moody’s, respectively, of the
Borrower; provided that, if either S&P or Moody’s shall change the
basis on which ratings are established by it, each reference to the Corporate
Rating announced by S&P or Moody’s shall refer to the then equivalent
rating by S&P or Moody’s, as the case may be.


“Covenant Amendment”
means an amendment to the Existing Indenture to amend the covenants set forth
therein and otherwise modify the terms thereof as specified in Article I of
Appendix A to the Offer to Purchase.



 11
 








“Covenant Trigger Date”
means the date on or after the Existing Notes Repayment Date on which the
Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan) is repaid in full.


“Credit Extension”
means each of the following:  (a) a
Borrowing and (b) an L/C Credit Extension.


“Credit Suisse”
has the meaning specified in the recital of parties to this Agreement.


“Cure Notice”
has the meaning specified in Section 7.11(d).


“Current Assets” means,
with respect to any Person, all assets of such Person that, in accordance with
GAAP, would be classified as current assets on the balance sheet of a company
conducting a business the same as or similar to that of such Person, after
deducting appropriate and adequate reserves therefrom in each case in which a
reserve is proper in accordance with GAAP.


“Current Liabilities” means,
with respect to any Person, without duplication (a) all Indebtedness of such
Person that by its terms is payable on demand or matures within one year after
the date of determination (excluding any Indebtedness renewable or extendible,
at the option of such Person, to a date more than one year from such date or
arising under a revolving credit or similar agreement that obligates the lender
or lenders to extend credit during a period of more than one year from such
date), and (b) all other items (including, without limitation, taxes
accrued as estimated and trade payables otherwise excluded from Indebtedness
under clause (d) of the definition thereof) that, in accordance
with GAAP, would be classified on the balance sheet of such Person as current
liabilities of such Person.


“Debt Rating”
means, as of any date of determination, the rating as determined by either
S&P or Moody’s (collectively, the “Debt Ratings”)
of the Facilities; provided that if either S&P or Moody’s shall
change the basis on which ratings are established by it, each reference to the
Debt Rating announced by S&P or Moody’s shall refer to the then equivalent
rating by S&P or Moody’s, as the case may be.


“Debt Tender Offer” means the
tender offer and consent solicitation commenced by Mergerco pursuant to the
Offer to Purchase and any subsequent or successive tender offer for the
Existing Notes which is permitted by Section 6.20.  For the avoidance of doubt, any reference
herein or in any other Loan Document to the purchase of Existing Notes pursuant
to the Debt Tender Offer shall mean that such Existing Notes have been
purchased and the Covenant Amendment shall have become effective pursuant to
the terms thereof.


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally.


“Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default.


“Default Rate”
means (a) when used with respect to Obligations other than the accrual of
Letter of Credit Fees (but including interest payable on accrued Letter of
Credit Fees not paid



 12
 








when due), an interest rate equal to (i) the Base Rate
plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus
(iii) 2.0% per annum; provided, however, that with respect to a
Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Margin) otherwise applicable to such
Loan plus 2.0% per annum and (b) when used with respect to the accrual of
Letter of Credit Fees, a rate equal to the Applicable Margin for Eurodollar
Rate Loans plus 2.0% per annum.


“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term Loans,
Revolving Credit Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or has become the subject of a bankruptcy or insolvency proceeding.


“defease” or
“defeased” means, with reference to
the Existing Notes, the defeasance of the Existing Notes pursuant to Article 8
of the Existing Indenture.


“Delayed Revolver
Commitment” has the meaning specified in Section 2.01(b).


“Disposition”
or “Dispose” means the sale, transfer,
license, lease (as lessor) or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any Equity
Interests owned by such Person, or any notes or accounts receivable or any
rights and claims associated therewith.


“Dollar” and
“$” mean lawful money of the United
States.


“Domestic Subsidiary”
has the meaning specified in Section 6.12.


“Eligible Assignee”
means, with respect to any Facility, an assignee to which an assignment
thereunder is permitted under Section 10.06(b) (and as to which any consents
required thereunder have been obtained).


“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, obligations
contained in or required by permits, concessions, grants, franchises, licenses,
agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any Hazardous Materials into
the environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities),
of the Borrower, any other Loan Party or any of their respective Subsidiaries
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.



 13
 








“Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.


“Equity
Contribution” has the meaning specified in the Preliminary
Statements to this Agreement.


“Equity Cure”
has the meaning specified in Section 7.11(d).


“Equity Interests” means,
with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, rights
or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in
such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are outstanding on any
date of determination.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with any Loan Party within the meaning of Section 414(b) or (c) of the Code
(and Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal
by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or a cessation of operations that
is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by any Loan Party or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon any Loan
Party or any ERISA Affiliate, (g) the failure of any Loan Party or any ERISA
Affiliate to pay when due, after the expiration of any applicable grace period,
any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan, or (h) the application for a minimum
funding waiver with respect to a Pension Plan.


“Eurocurrency
Liabilities” has the meaning specified in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to
time.


“Eurodollar Rate”
means for any Interest Period with respect to any Eurodollar Rate Loan, a rate
per annum determined by the Administrative Agent pursuant to the following
formula:



 14
 








 


	
  Eurodollar Rate =

  	
   LIBO Rate

  	
   

  
	
  1.00 – Eurodollar Rate Reserve Percentage

  	
   

  
				



 


Where,


“LIBO Rate” means, for
such Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the date that is two Business Days
prior to the commencement of such Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in dollars (as set
forth by the Bloomberg Information Service or any successor thereto or any
other service selected by the Administrative Agent which has been nominated by
the British Bankers’ Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBO Rate” shall be the interest
rate per annum determined by the Administrative Agent to be the average of the
rates per annum at which deposits in dollars are offered for such relevant
Interest Period to major banks in the London interbank market in London,
England by the Administrative Agent at approximately 11:00 a.m. (London time)
on the date that is two Business Days prior to the beginning of such Interest
Period.


“Eurodollar Rate Loan”
means a Loan that bears interest at the Eurodollar Rate.


“Eurodollar
Rate Reserve Percentage” for any Interest Period for each
Eurodollar Rate Loan means the reserve percentage applicable two Business Days
before the first day of such Interest Period under regulations issued from time
to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes
deposits by reference to which the interest rate on Eurodollar Rate Loans is
determined) having a term equal to such Interest Period.


“Event of Default”
has the meaning specified in Section 8.01.


“Excess Cash Flow” means, for
any period (without duplication), (a) Consolidated Net Income for such period, plus
(b) an amount equal to the aggregate amount of all noncash charges
deducted in determining the Consolidated Net Income for such period, plus
(c) an amount (whether positive or negative) equal to the change in
consolidated Current Liabilities of the Borrower and its Subsidiaries during
such period, plus (d) to the extent deducted in determining Excess Cash
Flow in any previous period under clause (j) below, any amounts
reimbursed to any Loan Party by the Sellers under the Related Documents in the
current period, plus (e) to the extent not included in determining
Consolidated Net Income for such period, the amount of any tax refunds received
in cash by or paid in cash to or for the account of Holdings and its
Subsidiaries during such Period, less (f) an amount equal to the
aggregate amount of all noncash credits included in determining the
Consolidated Net Income for such period, less (g) an amount (whether
positive or negative) equal to the change in consolidated Current Assets
(excluding cash and Cash Equivalents) of the Borrower and its Subsidiaries
during such period, less (h) to the extent not deducted in determining
Consolidated Net Income for such period, an amount equal to the aggregate
amount of all Capital Expenditures made in cash by the Borrower and its
Subsidiaries during such period and permitted to be made pursuant to the terms
of this Agreement, less (i) an amount equal to the aggregate amount of
all Required Principal Payments



 15
 








in respect of Indebtedness permitted under the terms
of this Agreement made by the Borrower and its Subsidiaries during such period,
and the aggregate principal amount of all mandatory prepayments made pursuant
to Section 2.05(b) (other than Section 2.05(b)(i), (iii)
or (iv)) during such period (so long as each such mandatory prepayment
resulted in a corresponding permanent commitment reduction pursuant to Section
2.06 at the time of such prepayment), less (j) to the extent not
deducted in determining Consolidated Net Income for such period, any amount
paid by the Loan Parties during such period that is reimbursable by the Sellers
under the Related Documents but which has not been so reimbursed as of the end
of such period, less (k) an amount equal to the aggregate amount of all
Cash Distributions paid by the Borrower during such period and permitted to be
made by the terms of this Agreement, less (l) to the extent not deducted
in determining Consolidated Net Income for such period, the amount of any
indemnity or purchase price adjustment (including pursuant to Section 2.1(d) of
the Merger Agreement) paid to the Sellers during such period pursuant to the
Merger Agreement (as in effect on the date hereof), less (m) the
aggregate amount of payments during such period to repurchase Existing Notes during
such period pursuant to Section 7.15(a)(vi) (in an aggregate amount not
to exceed $10,000,000 for all such periods).


“Excluded
Taxes” means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which 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 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 10.06(k)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to
comply with Section 3.01(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 3.01(a).


“Existing Facility” means the
Company’s indebtedness under the Amended and Restated Credit Agreement, dated
as of September 23, 2005 (the “Existing Facility”),
by and among the Company, Antares Capital Corporation and the lenders party
thereto.


“Existing
Indebtedness” means Indebtedness of each Loan Party and its
Subsidiaries outstanding immediately before the occurrence of the Closing Date
set forth in part (a) of Schedule 5.05.


“Existing Indenture” means the
Company’s Indenture dated as of February 18, 2004 with U.S. Bank National
Association, as Trustee.


“Existing Notes” means the
Company’s 10% Senior Unsecured Notes due 2012 issued under the Existing
Indenture.


“Existing Notes Repayment
Date” means the date on which a majority of the Existing Notes
have been purchased pursuant to the Debt Tender Offer or all the Existing Notes
have been redeemed, repurchased, refinanced or defeased.



 16














“Extraordinary Receipt” means any
cash received by or paid to or for the account of any Person not in the
ordinary course of business, including, without limitation, pension plan
reversions, proceeds of insurance (other than proceeds of business interruption
insurance to the extent such proceeds constitute compensation for lost
earnings), condemnation awards (and payments in lieu thereof), indemnity
payments and any purchase price adjustments; provided, however, that the
term “Extraordinary Receipt” shall not include cash receipts received from
proceeds of insurance, condemnation awards (or payments in lieu thereof) or
indemnity payments to the extent that such proceeds, awards or payments (a) in
respect of loss or damage to equipment, fixed assets or real property, or other
claims relating thereto, are applied (or in respect of which expenditures were
previously incurred) to replace, repair or purchase the equipment, fixed assets
or real property in respect of which such proceeds were received in accordance with
the terms of Section 2.05(b)(ii), (b) are received by any Person in
respect of any third party claim against such Person and applied to pay (or to
reimburse such Person for its prior payment of) such claim and the costs and
expenses of such Person with respect thereto or (c) in the case of any
indemnity payment or purchase price adjustment, to the extent that such
indemnity payment or purchase price adjustment has not been included in
determining Consolidated Net Income or Excess Cash Flow for such period, do not
exceed when taken together with all other indemnity payments or purchase price
adjustments, as the case may be, theretofore received, $1,500,000 in the
aggregate; and provided  further that the term “Extraordinary
Receipt” shall not include cash receipts received from any Governmental
Authority with respect to refunds or reimbursements of Taxes.


“Facility” means the
Term Facility, the Revolving Credit Facility, the Swing Line Sublimit or the
Letter of Credit Sublimit, as the context may require.


“Federal
Funds Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding 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 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.


“Fee Letter”
means the letter agreement, dated December 11, 2006, among the Sponsor, the
Administrative Agent and the Arranger.


“Financial Covenants”
has the meaning specified in Section 7.11(d).


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United
States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.


“FRB” means
the Board of Governors of the Federal Reserve System of the United States.


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



 17
 








“Funded Debt” of any
Person means Indebtedness in respect of the Credit Extensions, in the case of
the Borrower, and all other Indebtedness of such Person that by its terms
matures more than one year after the date of creation or matures within one
year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year after such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year after such date.


“GAAP” means
generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board that are applicable to the
circumstances as of the date of determination, consistently applied.


“Governmental Authority”
means the government of the United States or any other nation, or of 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 (including
any supra-national bodies such as the European Union or the European Central
Bank).


“Granting Lender”
has the meaning specified in Section 10.06(i).


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness payable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness of the
payment of such Indebtedness, (iii) to maintain working capital, equity capital
or any other financial statement condition or liquidity or level of income or
cash flow of the primary obligor so as to enable the primary obligor to pay
such Indebtedness, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Indebtedness
of any other Person, whether or not such Indebtedness is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  The amount of any
Guarantee at any time shall be deemed to be an amount then equal to the stated
or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith; provided that, in the case of
any Guarantee of the type set forth in clause (b) above, if
recourse to such Person for such Indebtedness is limited to the assets subject
to such Lien, then such Guarantee shall be a Guarantee hereunder solely to the
extent of the lesser of (i) the amount of the Indebtedness secured by such
Lien and (ii) the value of the assets subject to such Lien.  The term “Guarantee”
as a verb has a corresponding meaning.


“Guaranties”
means the Holdings Guaranty and the Subsidiary Guaranty.


“Guarantors”
means, collectively, Holdings and the Subsidiary Guarantors.



 18
 








“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, toxic mold,
polychlorinated biphenyls, radon gas, hazardous wastes and all other
substances, wastes and materials that are considered or deemed to be, or
regulated as, hazardous or toxic under applicable Environmental Law.


“Hedge Bank” means any
Person that is the Arranger, the Administrative Agent or a Lender or an
Affiliate of any of the foregoing (or was an Affiliate of any of the foregoing
at the time any of the foregoing was a party to this Agreement), in its
capacity as a party to a Secured Hedge Agreement.


“Holdings” has the
meaning specified in the Preliminary Statements hereto.


“Holdings
Guaranty” means the Guaranty
made by Holdings in favor of the Administrative Agent on behalf of the Lenders,
substantially in the form of Exhibit F-1.


“Incremental Term
Commitment Amendment” has the meaning specified in Section
2.14(e).


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


(a)           all obligations of such Person for borrowed money and
all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


(b)           the maximum amount of all direct or contingent
obligations of such Person arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;


(c)           net obligations of such Person on a marked-to-market
basis under any Swap Contract;


(d)           all obligations of such Person to pay the deferred
purchase price of property or services (other than trade accounts payable and
other accrued expenses in the ordinary course of business which are not
outstanding for more than 75 days after the same are billed or invoiced or 135
days after the same are created);


(e)           indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements); provided that if such indebtedness shall not have
been assumed by such Person and is otherwise non-recourse to such Person, the
amount of such obligation treated as Indebtedness shall not exceed the value of
such property securing such obligations;


(f)            all Attributable Indebtedness;


(g)           all obligations of such Person to purchase, redeem,
retire, defease or otherwise make any payment (other than any payment made
solely with common Equity Interests or Qualified Preferred Equity Interests of
such Person) in respect of (i) any Equity Interests in such Person or any other
Person or (ii) any warrants, rights or options



 19
 








to acquire such Equity
Interests, in either case valued, in the case of redeemable preferred
interests, at its liquidation preference; and


(h)           all Guarantees of such Person in respect of any of the
foregoing.


For all purposes hereof, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, except
to the extent that such Indebtedness is expressly made non-recourse to such
Person.  The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination
Value thereof as of such date.


“Indemnified Costs”
has the meaning specified in Section 9.05(a).


“Indemnified Taxes” means Taxes
other than Excluded Taxes.


“Indemnitee”
has the meaning specified in Section 10.04(b).


“Information”
has the meaning specified in Section 10.07.


“Information
Memorandum” means the information memorandum to be used by the
Arranger in connection with the syndication of the Commitments and the Loans.


“Initial First Lien Term
Advance” means the first $10,000,000 in Term Loans advanced hereunder.


“Intellectual Property
Security Agreement” means an intellectual property security
agreement, substantially in the form of Exhibit C to the Security
Agreement, together with each other intellectual property security agreement
and IP Security Agreement Supplement delivered pursuant to Section 6.12,
in each case as amended, restated, supplemented or otherwise modified from time
to time.


“Intercreditor
Agreement” means an Intercreditor Agreement, in form and
substance satisfactory to the Administrative Agent, among the Collateral Agent,
the “Collateral Agent” referred to in the Second Lien Credit Agreement, the
Borrower and the other Grantors party thereto.


“Interest Payment Date”
means, (a) as to any Loan other than a Base Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date of the Facility
under which such Loan was made; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan
(including a Swing Line Loan), the last  Business
Day of each March, June, September and December  and the Maturity Date of the Facility under which such Loan
was made, with the first such Interest Payment Date being the last Business Day
of March 2007.


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Committed Loan Notice, or nine or twelve months
thereafter if requested by the Borrower



 20
 








in its Committed Loan Notice and so long as at such
time nine-month or twelve-month periods (as the case may be) are available to
all the Lenders; provided that:


(i)            any Interest Period that would otherwise end on a day
that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;


(i)            any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of the calendar month
at the end of such Interest Period; and


(iii)          no Interest Period shall extend beyond the Maturity
Date of the Facility under which such Loan was made.


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
Equity Interests or debt of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor incurs debt of the
type referred to in clause (h) of the definition of “Indebtedness” set
forth in this Section 1.01 in respect of such Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit of, or all of a
substantial part of the business being conducted by, such Person.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


“Investors”
means, collectively, (a) the Sponsor, (b) the shareholders of Holdings on the
Closing Date identified in Schedule 5.13 and (c) such other Persons who
become shareholders of Holdings from time to time after the Closing Date upon
notice to the Administrative Agent.


“IP Rights” has
the meaning specified in Section 5.16.


“IP Security Agreement
Supplement” has the meaning specified in Section 1(g)(vi) of the Security
Agreement.


“IRS” means
the United States Internal Revenue Service.


“ISDA Master Agreement” means the
Master Agreement (Multicurrency-Cross Border) published by the International
Swap and Derivatives Association, Inc., as in effect from time to time.


“ISP”
means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance).


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental



 21
 








Authority charged with the enforcement, interpretation
or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.


“L/C Advance”
means an advance made by the L/C Issuer or any Revolving Credit Lender pursuant
to Section 2.03(c).


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a
Revolving Credit Borrowing.


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.


“L/C
Disbursement” shall mean a payment or disbursement made by the
L/C Issuer pursuant to a Letter of Credit.


“L/C Issuer”
means Credit Suisse in its capacity as issuer of Letters of Credit hereunder,
any successor issuer of Letters of Credit hereunder and any other Lender that
is approved by the Borrower and the Administrative Agent to issue Letters of
Credit.  The term “L/C Issuer” shall mean
the applicable issuer of the relevant Letters of Credit as the context may
require.


“L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit plus the aggregate of all Unreimbursed
Amounts, including all L/C Borrowings. 
For all purposes of this Agreement, if on any date of determination a
Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall
be deemed to be “outstanding” in the amount so remaining available to be drawn.


“L/C
Related Documents” has the meaning specified in Section
2.03(c).


“Lender” has
the meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.


“Letter of Credit”
means any standby letter of credit issued hereunder.


“Letter of Credit
Application” means, in the case where Credit Suisse is the L/C
Issuer, an application and agreement for the issuance or amendment of a Letter
of Credit in substantially the form of Exhibit J hereto, and in the case
of an L/C Issuer other than Credit Suisse, an application and agreement for the
issuance or amendment of a Letter of Credit in substantially the form of Exhibit
J hereto or such other form as may be agreed between the Borrower and such
L/C Issuer.


“Letter
of Credit Fee” has the meaning specified in Section
2.03(h)(i).



 22
 








“Letter of Credit Sublimit”
means an amount equal to $10,000,000. 
The Letter of Credit Sublimit is part of, and not in addition to, the
Revolving Credit Facility.


“Lien” means
any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other) or charge or preference or
priority over assets or other security interest or preferential arrangement in
the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing).


“Loan” means
an extension of credit by a Lender to the Borrower under Article II in
the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.


“Loan Documents”
means, collectively, (a) for purposes of this Agreement and the Notes, if any,
and any amendment, restatement, supplement or other modification hereof or
thereof and for all other purposes other than for purposes of the Guaranties
and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii)
the Guaranties, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each
L/C Related Document, (vii) the Intercreditor Agreement, (viii) the Assumption
Agreement, and (ix) the Commitment Letter, and (b) for purposes of the
Guaranties and the Collateral Documents, (i) this Agreement, (ii) the Notes,
(iii) the Guaranties, (iv) the Collateral Documents, (v) each L/C Related
Document, (vi) the Fee Letter, (vii) each Secured Hedge Agreement, (viii)
the Intercreditor Agreement, (ix) the Assumption Agreement, and (x) the
Commitment Letter.


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


“Management Agreement”
means the Advisory Services Agreement  dated as of
January 9, 2007 between Holdings and the Sponsor.


“Material Adverse Effect”
means (a) the occurrence of an event or condition that has had, or would
reasonably be expected to have a material adverse change in, or a material
adverse effect upon, the business, operations or financial condition of the
Borrower and its Subsidiaries taken as a whole or Holdings and its Subsidiaries
taken as a whole; or (b) a material impairment of the rights and remedies of
any Agent or any Lender under any Loan Document, or of the ability of any Loan
Party to perform its obligations under any Loan Document to which it is a
party.


“Maturity Date”
means (a) with respect to the Revolving Credit Facility, the earlier of (i) the
sixth anniversary of the Closing Date and (ii) the date of termination in whole
of the Revolving Credit Commitments, the Letter of Credit Commitments and the
Swing Line Commitments pursuant to Section 2.06 or 8.02
or the acceleration of the Revolving Credit Loans or the Swing Line Loans
pursuant to Section 8.02, and (b) with respect to the Term Facility, the
earlier of (i) the sixth anniversary of the Closing Date and (ii) the date of
the acceleration of the Term Loans pursuant to Section 8.02.


“Maximum Rate”
has the meaning specified in Section 10.09.


“Merger” has
the meaning specified in the preliminary statements to this Agreement.


“Merger Agreement” has the
meaning specified in the Preliminary Statements to this Agreement.



 23
 








“Mergerco”
has the meaning specified in the introductory paragraph hereto.


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


“Mortgage Policy” has the
meaning specified in Section 6.21.


“Mortgaged Properties”
has the meaning specified in Section 6.21.


“Mortgages” means,
collectively, each mortgage or similar document delivered pursuant to Section
6.21, as amended.


“Multiemployer Plan”
means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.


“Net Cash Proceeds”
means:


(a)           with respect to any Disposition by any Loan Party or
any of its Subsidiaries, or any Extraordinary Receipt received or paid to the
account of any Loan Party or any of its Subsidiaries, the excess, if any, of
(i) the sum of cash and Cash Equivalents received in connection with such
transaction (including any cash or Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received) over (ii) the sum of (A) the principal amount of
any Indebtedness that is secured by the applicable asset and that is, or is
required to be, repaid in connection with such transaction (other than
Indebtedness under the Loan Documents), (B) the reasonable out-of-pocket fees
and expenses incurred by any Loan Party or such Subsidiary in connection with
such transaction, (C) taxes reasonably estimated to be actually payable within
one year of the date of the relevant transaction as a result of any gain
recognized in connection therewith; provided that any such estimated
taxes not actually due or payable by the end of such one-year period shall
constitute Net Cash Proceeds upon the earlier of the date that such taxes are
determined not to be actually payable and the end of such one-year period, and
(D) reasonable reserves in accordance with GAAP for any liabilities or
indemnification payments (fixed or contingent) attributable to seller’s
indemnities and representations and warranties to purchasers in respect of such
Disposition undertaken by Holdings or any of its Subsidiaries in connection
with such Disposition, provided that to the extent that any such amount
ceases to be so reserved, the amount thereof shall be deemed to be Net Cash
Proceeds of such Disposition at such time; and


(b)           with respect to the sale or issuance of any Equity
Interest by any Loan Party or any of its Subsidiaries, or the incurrence or
issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the
excess of (i) the sum of the cash and Cash Equivalents received in connection
with such transaction over (ii) the underwriting discounts and commissions, and
other reasonable out-of-pocket fees and expenses, incurred by Holdings, the
Borrower or such Subsidiary in connection therewith; provided that “Net
Cash Proceeds” shall not include the cash proceeds of any issuance of Equity
Interests to the Investors or their Affiliates by Holdings to the extent that
the net proceeds thereof shall have been used by the Borrower and its
Subsidiaries to make Permitted Investments or are returned to such Investors or
Affiliates pursuant to Section 7.06(i).



 24
 








“Non-Financial
Entity” has the meaning specified in Section 10.06(b).


“Note” means
a Term Note or a Revolving Credit Note, as the context may require.


“Notice
of Issuance” has the meaning specified in Section 2.03(b).


“Notice
of Renewal” has the meaning specified in Section 2.03(a).


“Notice
of Termination” has the meaning specified in Section 2.03(a).


“NPL” means the
National Priorities List under CERCLA.


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding. Without limiting the generality of the foregoing,
the Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges,
expenses, fees, attorneys’ fees and disbursements, indemnities and other
amounts payable by any Loan Party under any Loan Document (including any
Secured Hedge Agreement) and (b) the obligation of any Loan Party to
reimburse any amount in respect of any obligation described in clause (a)
that any Lender, in its sole discretion to the extent not expressly prohibited
by the Loan Documents, may elect to pay or advance on behalf of such Loan
Party.


“Off-Balance Sheet
Liabilities” means, with respect to any Person as of any date of
determination thereof, without duplication and to the extent not included as a
liability on the consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP:  (a) with
respect to any asset securitization transaction (including any accounts
receivable purchase facility) (i) the unrecovered investment of purchasers or
transferees of assets so transferred and (ii) any other payment, recourse,
repurchase, hold harmless, indemnity or similar obligation of such Person or
any of its Subsidiaries in respect of assets transferred or payments made in
respect thereof, other than limited recourse provisions that are customary for
transactions of such type and that neither (A) have the effect of limiting the
loss or credit risk of such purchasers or transferees with respect to payment
or performance by the obligors of the assets so transferred nor (B) impair the
characterization of the transaction as a true sale under applicable Laws
(including Debtor Relief Laws); (b) the monetary obligations under any
financing lease or so-called “synthetic,” tax retention or off-balance sheet
lease transaction which, upon the application of any Debtor Relief Law to such
Person or any of its Subsidiaries, would be characterized as indebtedness; or
(c) the monetary obligations under any sale and leaseback transaction which
does not create a liability on the consolidated balance sheet of such Person
and its Subsidiaries.


“Offer to Purchase”
means the Offer to Purchase and Consent Solicitation Statement dated December
11, 2006 for the purchase by Mergerco of the Existing Notes (as in effect on
the date hereof).


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive
documents with



 25
 








respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


“Other Taxes”
means 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 under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.


“Outstanding Amount”
means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans,
Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on
such date; and (b) with respect to any L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts.


“Participant”
has the meaning specified in Section 10.06(d).


“Patriot Act”
has the meaning set forth in Section 10.14.


“PBGC” means
the Pension Benefit Guaranty Corporation.


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate
or to which any Loan Party or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.


“Permitted
Acquisition” means the purchase or other acquisition by the
Borrower or any of its Subsidiaries of all of the Equity Interests in, or all
or substantially all of the property and assets of, any Person that, upon the
consummation thereof, will be wholly owned directly by the Borrower or one or
more of its wholly owned Subsidiaries (including, without limitation, as a
result of a merger or consolidation or the purchase or other acquisition of all
or a substantial portion of the property and assets of a Person); provided
that, with respect to each such purchase or other acquisition:  (a) any such newly created or acquired
Domestic Subsidiary shall be a Loan Party and comply with the requirements of Section
6.12; (b) the lines of business of the Person to be (or the property and
assets of which are to be) so purchased or otherwise acquired shall be
substantially the same lines of business as one or more of the principal
businesses of the Borrower and its Subsidiaries in the ordinary course or lines
of business not prohibited by Section 7.07 of this Agreement; (c) such
purchase or other acquisition shall not include or result in any contingent
liabilities that could reasonably be expected to have a material adverse effect
on the business, financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole (as determined in good faith by the board of
directors (or the persons performing similar



 26
 








functions) of the Borrower or such Subsidiary if the
board of directors is otherwise approving such transaction and, in each other
case, by a Responsible Officer); (d) immediately before and immediately
after giving pro  forma effect to any such purchase or other
acquisition, (i) no Default shall have occurred and be continuing and (ii) the
Borrower and its Subsidiaries shall be in pro  forma compliance
with all of the covenants set forth in Section 7.11; (e) the board
of directors of such acquired Person or its selling shareholders in existence
at the time such purchase or acquisition is commenced shall have approved such
purchase or other acquisition; (f) the aggregate consideration paid or payable
by or on behalf of the Borrower and its Subsidiaries in connection with such
purchase or other acquisition (including both cash and non-cash consideration
(other than capital stock of Holdings) and the amount of any debt assumed or
acquired by the Borrower and its Subsidiaries in connection therewith) shall
not exceed $50,000,000; and (g) such Loan Party shall have delivered to
the Administrative Agent, on behalf of the Lenders, at least five Business Days
(or a shorter period approved by the Administrative Agent) prior to the date on
which any such purchase or other acquisition is to be consummated, a
certificate of a Responsible Officer, in form and substance reasonably
satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in clauses (a) - (g) and in Section
7.03(i) have been satisfied or will be satisfied on or prior to the
consummation of such purchase or other acquisition.


“Permitted Encumbrances” has the
meaning specified in the Mortgages.


“Permitted
Investments” means (a) Permitted Acquisitions permitted under Section
7.03(i), (b) Capital Expenditures made in accordance with Section 7.11
and (c) the redemption or repurchase of Equity Interests in Holdings from
former members of management employees of the Borrower.


“Permitted
Liens” means Liens permitted under Section 7.01 of this
Agreement.


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


“Plan” means
any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by any Loan Party or, with respect to any such plan that is subject
to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


“Pledged Debt” has the
meaning specified in Section 1(d)(iv) of the Security Agreement.


“Pledged Interests” has the
meaning specified in Section 1(d)(iii) of the Security Agreement.


“Public Indebtedness”
means  any Indebtedness consisting of
securities that (a) are listed, quoted or traded on a recognized exchange or
market, including any market for securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, as amended, and (b) are issued or
sold by means of a prospectus, offering memorandum (other than an information
memorandum of the type used in bank syndications) or similar document typically
used in connection with road show presentations for similar securities.


“Qualified Preferred Equity
Interests” means preferred Equity Interests that (a) have no mandatory
redemption feature exercisable on a date earlier than 180 days after the
Maturity Date, (b) have no requirements for the payment of dividends or other
distributions in cash on a date



 27
 








earlier than 180 days after the Maturity Date and (c)
contain covenants, if any, no more restrictive than those customarily found in
a high-yield debt offering.


“Qualifying
IPO” means the issuance by Holdings of its common Equity
Interests in an underwritten primary public offering (other than a public
offering pursuant to a registration statement on Form S-8) pursuant to an
effective registration statement filed with the SEC in accordance with the
Securities Act (whether alone or in connection with a secondary public
offering).


“Register”
has the meaning specified in Section 10.06(c).


“Related
Documents” means (i) the Merger Agreement and all other material
documents executed pursuant to the Merger Agreement and (ii) the Management
Agreement.


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


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30-day notice period has been waived.


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application,
and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum
of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Lender for purposes of this definition), (b)
aggregate unused Term Commitments and (c) aggregate unused Revolving Credit
Commitments; provided that the unused Term Commitment and the unused
Revolving Credit Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.


“Required Principal
Payments” means, with respect to any Person for any period, the sum of
all regularly scheduled principal payments or redemptions of outstanding Funded
Debt made during such period.


“Required
Revolving Credit Lenders” means, as of any date of
determination, Revolving Credit Lenders owed or holding at least a majority in
interest of the sum of (a) the aggregate principal amount of the Revolving
Credit Loans outstanding at such time, (b) the Outstanding Amount of all
L/C Obligations at such time and (c) the aggregate unused Revolving Credit
Commitments at such time; provided, however, that the unused
Revolving Credit Commitment of, the aggregate principal amount of the Revolving
Credit Loans outstanding and owing to, and the Applicable Percentage of the
Outstanding Amount of all L/C Obligations of, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Revolving Credit
Lenders.


“Required
Term Lenders” means, as of any date of determination, Term
Lenders owed or holding at least a majority in interest of the sum of
(a) the aggregate principal amount of the



 28
 








Term Loans outstanding at such time, and (b) the
aggregate unused Term Commitments at such time; provided, however,
that the unused Term Commitment of, the aggregate principal amount of the Term
Loans outstanding and owing to, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Term Lenders.


“Responsible Officer”
means the chief executive officer, president, chief financial officer, vice
president of finance, treasurer, assistant treasurer, secretary or assistant
secretary of a Loan Party.  Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of the
Borrower or any of its Subsidiaries, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to the Borrower’s stockholders, partners
or members (or the equivalent of any thereof), or on account of any option,
warrant or other right to acquire any such dividend or other distribution or
payment.


“Revolving Credit Borrowing”
means a borrowing consisting of simultaneous Revolving Credit Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period
made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).


“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section
2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 under the caption “Revolving Credit Commitment” or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.


“Revolving Credit Facility”
means, at any time, the aggregate amount of the Revolving Credit Lenders’
Revolving Credit Commitments at such time.


“Revolving Credit Lender”
means, at any time, any Lender that has a Revolving Credit Commitment at such
time.


“Revolving Credit Loan”
has the meaning specified in Section 2.01(b).


“Revolving Credit Note” means a
promissory note of the Borrower payable to the order of any Revolving Credit
Lender, in substantially the form of Exhibit C-2 hereto, evidencing
the aggregate indebtedness of the Borrower to such Revolving Credit Lender
resulting from the Revolving Credit Loans made by such Revolving Credit Lender.


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



 29
 








“SEC” means
the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


“Second
Lien Credit Agreement” means a Second Lien Credit Agreement, in
form and substance satisfactory to the Administrative Agent, among the Company,
as borrower, the lenders, agents and arranger party thereto, and Credit Suisse,
as administrative agent, providing for second lien loans in an aggregate amount
not to exceed $64,000,000.


“Second
Lien Loan Documents” means the “Loan Documents” as defined in
the Second Lien Credit Agreement.


“Secured Hedge Agreement” means any
interest rate Swap Contract required or permitted under Article VI or VII
that is entered into by and between the Borrower and any Hedge Bank.


“Secured Obligations” has the
meaning specified in Section 2 of the Security Agreement.


“Secured Parties” means,
collectively, the Agents, the Arranger, the Lenders, each L/C Issuer and the
Hedge Banks.


“Security Agreement” means a
security agreement substantially in the form of Exhibit G hereto,
together with each other security agreement and Security Agreement Supplement
delivered pursuant to Section 6.12, in each case as amended.


“Security Agreement
Supplement” has the meaning specified in Section 24(b) of the Security
Agreement.


“Sellers”
means the Stockholders of the Company prior to the Merger.


“Solvent”
and “Solvency” mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute unreasonably small capital.  The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


“Specified Pro Forma
Adjustments” means the adjustments set forth on Schedule
1.01(a).


“Sponsor”
means Olympus Growth Fund IV, L.P., a Delaware limited partnership (“Olympus”),
Olympus Executive Fund L.P., Olympus Co-Invest Fund IV L.P., any other fund
managed by Olympus Advisory Partners, Inc., and any funds controlled by or under
common control with Olympus.



 30
 








“Subsidiary”
of a Person means a corporation, partnership, limited liability company or
other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned,
directly or indirectly, through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrower.


“Subsidiary
Guarantors” means the Domestic Subsidiaries of the Borrower
listed on Schedule I and each other Subsidiary of the Borrower that
shall be required to execute and deliver a guaranty or guaranty supplement
pursuant to Section 6.12.


“Subsidiary
Guaranty” means the
Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit
F-2, together with each other guaranty and guaranty supplement delivered
pursuant to Section 6.12.


“Surviving
Indebtedness” means the Indebtedness of each Loan Party and its
Subsidiaries outstanding immediately before and after giving effect to the
occurrence of the Closing Date and described in part (b) of Schedule
5.05 hereto.


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of ISDA Master Agreement,
including any such obligations or liabilities under any ISDA Master Agreement.


“Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in clause
(a), the amount(s) determined as the mark-to-market value(s) for such Swap
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).


“Swing Line”
means the revolving credit facility made available by the Swing Line Lender
pursuant to Section 2.04.


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.


“Swing
Line Lender” means Credit Suisse in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.



 31















“Swing Line Loan”
has the meaning specified in Section 2.04(a).


“Swing Line Loan Notice”
means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B.


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving
Credit Commitments.  The Swing Line
Sublimit is part of, and not in addition to, the Revolving Credit Commitments.


“Synthetic Lease Obligation”
means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for
the use or possession of property creating obligations that do not appear on
the balance sheet of such Person but which, upon the insolvency or bankruptcy of
such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


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


“Term Borrowing”
means a borrowing consisting of simultaneous Term Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Term Lenders pursuant to Section 2.01(a).


“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the
Borrower pursuant to Section 2.01(a) in an aggregate principal amount
not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “Term Commitment” or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.


“Term Commitment Increase”
has the meaning specified in Section 2.14(a).


“Term Facility”
means, at any time, the aggregate Term Commitments or Term Loans, as
applicable, of all Lenders at such time.


“Term Increase Effective
Date” has the meaning specified in Section 2.14(d).


“Term Lender”
means, at any time, any Lender that has a Term Commitment or Term Loan, as
applicable, at such time.


“Term Loan”
means an advance made by any Lender under the Term Facility.


“Term Note” means a
promissory note of the Borrower payable to the order of any Term Lender, in
substantially the form of Exhibit C-1 hereto, evidencing the
aggregate indebtedness of the Borrower to such Term Lender resulting from the
Term Loans made by such Term Lender.


“Threshold Amount”
means $5,000,000.


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.



 32
 









“Transaction”
means, collectively, (a) the consummation of the Merger, (b) the entering into
by the Loan Parties and their applicable Subsidiaries of the Loan Documents,
the Second Lien Documents and the Related Documents to which they are or are
intended to be a party, (c) the Equity Contribution, (d) the Debt Tender Offer,
(e) the COC Put Offer, (f) the repayment in full and termination of all
Existing Indebtedness that is not Surviving Indebtedness and (g) the payment of
the fees and expenses incurred in connection with the consummation of the
foregoing.


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.


“Unaccrued
Indemnity Claims” means claims for indemnification that may be
asserted by the Agents, any L/C Issuer, any Lender or any other Indemnitee
under the Loan Documents that are unaccrued and contingent and as to which no
claim, notice or demand has been given to or made on the Borrower (with a copy
to the Administrative Agent) within five Business Days after the Borrower’s
request therefor to the Administrative Agent (unless the making or giving
thereof is prohibited or enjoined by any applicable Law or any order of any
Governmental Authority); provided that the failure of any Person to make
or give any such claim, notice or demand or otherwise to respond to any such
request shall not be deemed to be a waiver and shall not otherwise affect any
such claim for indemnification.


“United States”
and “U.S.” mean the United States of
America.


“Unreimbursed Amount”
has the meaning specified in Section 2.03(e).


1.02         Other Interpretive
Provisions.  With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:


(a)           The 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, (i)
any definition of or reference to any agreement, instrument or other document
(including any Organization Document and this Agreement) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein or in any other
Loan Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a
Loan Document to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, (vi) 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, and (vii) any certification hereunder required to
be given by a corporate officer shall be deemed to be made on behalf of the
applicable Loan Party and not in the individual capacity of such officer.



 33
 









(b)           In the computation of
periods of time from a specified date to a later specified date, the word “from”
means “from and including”; the words “to” and “until”
each mean “to but excluding”; and the word “through” means “to
and including.”


(c)           Section headings herein
and in the other Loan Documents are included for convenience of reference only
and shall not affect the interpretation of this Agreement or any other Loan
Document.


1.03         Accounting Terms.


(a)           Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.


(b)           Changes in GAAP.  If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. 
In addition, the financial ratios and related definitions set forth in
the Loan Documents shall be computed to exclude the application of FAS 133, FAS
150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in
recording an equity award as a liability on the Consolidated balance sheet of
Holdings and its Subsidiaries in the circumstance where, but for the
application of the pronouncements, such award would have been classified as
equity).


1.04         Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


1.05         Times of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


1.06         Letter of Credit
Amounts.  Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
L/C Related Documents related thereto therefor, whether or not such maximum
face amount is in effect at such time.


1.07         Currency Equivalents
Generally.  Any amount specified in
this Agreement (other than in Articles II, IX and X) or any of the other Loan
Documents to be in Dollars shall also include the equivalent of such amount in
any currency other than Dollars, such equivalent amount to be determined at the
rate of exchange quoted by Credit Suisse in New York, New York at the close of
business on the



 34
 









Business Day
immediately preceding any date of determination thereof, to prime banks in New
York, New York for the spot purchase in the New York foreign exchange market of
such amount in Dollars with such other currency.


Article II

the COMMITMENTS and Credit Extensions


2.01         The Loans.


(a)           The Term Borrowings.  Subject to the terms and conditions set forth
herein, on the Closing Date and until and including April 30, 2007, each Term
Lender severally agrees to make up to three loans (excluding additional Term
Loans pursuant to Section 2.14) (each consisting of a Term Loan pursuant to the
Term Facility in an amount equal to its Applicable Percentage of the Term
Facility) to the Borrower; provided  that (a)  the aggregate amount of all Term Borrowings
under the Term Facility (excluding increases pursuant to Section 2.14)
shall not exceed $150,000,000, and (b) the aggregate amount of each Term
Borrowing may not exceed the amount then required to comply with Section
6.11.  Each Term Borrowing shall consist
of Term Loans made simultaneously by the Term Lenders in accordance with their
respective Applicable Percentage of the Term Facility.  Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed. 
Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


(b)           The Revolving Credit
Borrowings.  Subject to the terms and
conditions set forth herein, each Revolving Credit Lender severally agrees to
make loans (each such loan, a “Revolving
Credit Loan”) to the Borrower from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Lender’s Revolving Credit Commitment; provided
that after giving effect to any Revolving Credit Borrowing, (i) the Total
Outstandings under the Revolving Credit Facility shall not exceed the aggregate
Commitments under the Revolving Credit Facility, (ii) the aggregate Outstanding
Amount of the Revolving Credit Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Revolving Credit Commitment, and (iii)
prior to the Existing Notes Repayment Date, the Total Outstandings under the
Revolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less
(B) the amount, if any, by which the principal balance of the indebtedness
outstanding under the Existing Facility immediately prior to the Closing Date
is less than $7,500,000 (the amount by which the aggregate Commitments under
the Revolving Credit Facility on the Closing Date exceeds the sum of (A) minus
(B) above being referred to as the “Delayed
Revolver Commitment”). 
Within the limits of each Lender’s Revolving Credit Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01(b), prepay under Section 2.05, and reborrow
under this Section 2.01(b). 
Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans,
as further provided herein.


2.02         Borrowings,
Conversions and Continuations of Loans.


(a)           Each Term Borrowing,
each Revolving Credit Borrowing, each conversion of Term Loans or Revolving
Credit Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon the Borrower’s irrevocable notice to the
Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Administrative Agent not later than 2:00 p.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base
Rate Loans, and (ii) one Business Day prior to the requested date of any
Borrowing of Base Rate Loans; provided, however, that if the
Borrower wishes to request Eurodollar Rate Loans having an Interest Period
other



 35
 









than one, two,
three or six months in duration as provided in the definition of “Interest
Period,” the applicable notice must be received by the Administrative Agent not
later than 2:00 p.m., four Business Days prior to the requested date of such
Borrowing, conversion or continuation having an Interest Period other than one,
two, three or six months in duration, whereupon the Administrative Agent shall
give prompt notice to the applicable Lenders of such request and determine
whether the requested Interest Period is available from all of them.  Not later than 2:00 p.m., three Business
Days before the requested date of such Borrowing, conversion or continuation,
the Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period has been consented to
by all the Lenders.  Each telephonic
notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower.  Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Except as provided in Sections
2.03(f) and 2.04(c), each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof.  Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a
conversion of Term Loans or Revolving Credit Loans from one Type to the other,
or a continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Term
Loans or Revolving Credit Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto and (vi) remittance
instructions.  If the Borrower fails to
specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Term Loans or Revolving Credit Loans shall be made as, or converted
to, Base Rate Loans.  Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate
Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
such Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.


(b)           Following receipt of a
Committed Loan Notice, the Administrative Agent shall promptly notify each
Lender in writing or by telecopier or other electronic communication of the
amount of its Applicable Percentage of the applicable Term Loans or Revolving
Credit Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender in
writing or by telecopier or other electronic communication of the details of
any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of
its Loan available to the Administrative Agent in immediately available funds
at the Administrative Agent’s Office not later than 2:00 p.m. on the Business
Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent by wire transfer of such funds to an account
designated by the Borrower in writing, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date
the Committed Loan Notice with respect to any Revolving Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any such
L/C Borrowings and, second, shall be made available to the Borrower as
provided above.


(c)           Except as otherwise
provided herein, a Eurodollar Rate Loan may be continued upon the expiration of
any applicable Interest Period or converted only on the last day of an Interest
Period for such Eurodollar Rate Loan. 
During the existence of an Event of Default, no Loans may be requested
as, converted to or continued as Eurodollar Rate Loans without the consent of
the Required



 36
 









Lenders.  During the existence of a Default that is not
an Event of Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders, unless
converted to or continued as Eurodollar Rate Loans with Interest Periods of one
month.


(d)           The Administrative
Agent shall promptly notify the Borrower and the Lenders (in writing or by
telecopier or other electronic communication) of the interest rate applicable
to any Interest Period for Eurodollar Rate Loans upon determination of such
interest rate.  At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Borrower
and the Lenders of any change in Credit Suisse’s prime rate used in determining
the Base Rate promptly following the announcement of such change.


(e)           After giving effect to
all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term
Loans or Revolving Credit Loans from one Type to the other, and all
continuations of Term Loans or Revolving Credit Loans as the same Type, there
shall not be more than six  Interest
Periods in effect.


(f)            The failure of any
Lender to make the Loan to be made by it as part of any Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its Loan
on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Borrowing.


(g)           Anything in this Section
2.02 to the contrary notwithstanding, the Borrower may not select
Eurodollar Rate for any Borrowing if the obligation of the Appropriate Lenders
to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.09
or 2.10.


2.03         Letters of Credit.


(a)           Issuance of Letters
of Credit.  Each L/C Issuer agrees,
on the terms and conditions hereinafter set forth, to issue (or cause any of
its Affiliates that constitute a commercial bank to issue on its behalf)
Letters of Credit in Dollars for the account of the Borrower from time to time
on any Business Day during the period from the Closing Date until the day that
is thirty days prior to the Maturity Date then in effect for the Revolving
Credit Facility (or, if such day is not a Business Day, the next preceding
Business Day); provided that after giving effect to any L/C Credit
Extension, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit
Commitment, (iii) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit, and (iv) prior to the Existing Notes
Repayment Date, the Total Outstandings under the Revolving Credit Facility
shall not exceed an amount equal to (A) $12,500,000 less (B) the amount,
if any, by which the principal balance of the indebtedness outstanding under
the Existing Facility immediately prior to the Closing Date is less than
$7,500,000.  No Letter of Credit shall
have an expiration date (including all rights of the Borrower or the
beneficiary to require renewal) later than the earlier of (x) 12 months after
the date of its issuance or (y) five Business Days before the Maturity Date in
respect of the Revolving Credit Facility, but may by its terms be renewable
annually upon written notice (a “Notice of
Renewal”) given to the L/C Issuer and the Administrative Agent
on or prior to any date for notice of renewal set forth in such Letter of Credit
but in any event at least three Business Days prior to the date of the proposed
renewal of such Letter of Credit and upon fulfillment of the applicable
conditions set forth in Article IV unless the L/C Issuer has notified
the Borrower (with a copy to the Administrative Agent) on or prior to the date
for notice of termination set forth in such Letter of Credit but in any event
at least 30 days  prior to the date of automatic
renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); provided that the terms of



 37
 









each Letter of
Credit that is automatically renewable annually shall (A) require the L/C
Issuer to give the beneficiary named in such Letter of Credit notice of any
Notice of Termination, (B) permit such beneficiary, upon receipt of such
notice, to draw under such Letter of Credit prior to the date such Letter of
Credit otherwise would have been automatically renewed and (C) not permit
the expiration date (after giving effect to any renewal) of such Letter of
Credit in any event to be extended to a date later than five Business Days  before the Maturity Date in respect of the Revolving Credit
Facility.  If either a Notice of Renewal
is not given by the Borrower or a Notice of Termination is given by the L/C
Issuer pursuant to the immediately preceding sentence, such Letter of Credit
shall expire on the date on which it otherwise would have been automatically
renewed.  Within the limits of the Letter
of Credit Facility, and subject to the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.03(a),
repay any L/C Advances resulting from drawings thereunder pursuant to Section 2.03(e)
and request the issuance of additional Letters of Credit under this Section 2.03(a).


(b)           Request for Issuance.  Each Letter of Credit shall be issued upon
notice, given not later than 1:00 p.m. on the third Business Day prior to
the date of the proposed issuance of such Letter of Credit, by the Borrower to
the L/C Issuer, which shall give to the Administrative Agent (who in turn shall
give to each Revolving Credit Lender) prompt notice thereof.  Each such notice of issuance of a Letter of
Credit (a “Notice of Issuance”)
may be by telephone, confirmed immediately in writing, or telecopier or
electronic communication, specifying therein the requested (i) date of such
issuance (which shall be a Business Day), (ii) amount of such Letter of Credit,
(iii) expiration date of such Letter of Credit, (iv) name and address of the
beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and
shall be accompanied by a Letter of Credit Application.  If (1) the requested form of such Letter of
Credit is acceptable to the L/C Issuer in its sole discretion and (2) it has
not received notice of objection to such issuance from the Required Lenders,
the L/C Issuer will, upon fulfillment of the applicable conditions set forth in
Article IV, make such Letter of Credit available to the Borrower at its
office referred to in Schedule 10.02 or as otherwise agreed with the
Borrower in connection with such issuance. 
In the event and to the extent that the provisions of any Letter of
Credit Application shall conflict with this Agreement, the provisions of this
Agreement shall govern.


(c)           L/C
Advances.


(i)            The
Borrower shall repay to the Administrative Agent for the account of each L/C
Issuer and each other Revolving Credit Lender that has made an L/C Advance on
the earlier of demand and the Maturity Date in respect of the Revolving Credit
Facility the outstanding principal amount of each L/C Advance made by each of
them.


(ii)           The
Obligations of the Borrower and the Revolving Credit Lenders under this
Agreement, any Letter of Credit Application and any other agreement or
instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Application and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances:


(A)          any lack of validity or
enforceability of any Loan Document, any Letter of Credit Application, any
Letter of Credit or any other agreement or instrument relating thereto (all of
the foregoing being, collectively, the “L/C Related Documents”);


(B)           any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Obligations of the Borrower in respect of any L/C Related Document or any other
amendment or waiver of or any consent to departure from all or any of the L/C
Related Documents;



 38
 









(C)           the existence of any
claim, setoff, defense or other right that the Borrower may have at any time
against any beneficiary or any transferee of a Letter of Credit (or any Persons
for which any such beneficiary or any such transferee may be acting), the L/C
Issuer or any other Person, whether in connection with the transactions
contemplated by the L/C Related Documents or any unrelated transaction;


(D)          any statement or any
other document presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;


(E)           payment by the L/C
Issuer under a Letter of Credit against presentation of a draft, certificate or
other document that does not strictly comply with the terms of such Letter of
Credit;


(F)           any exchange, release
or non-perfection of any Collateral or other collateral, or any release
or amendment or waiver of or consent to departure from the Guaranties or any
other guarantee, for all or any of the Obligations of the Borrower in respect
of the L/C Related Documents; or


(G)           any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing,
including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or a
guarantor.


The foregoing
provisions of this Section 2.03(c)(ii) shall not impair any claim of the
Borrower as provided in Section 10.04(d).


(d)           Letter of Credit Reports.  In addition to notifying the Administrative
Agent of each new, expired, modified or terminated Letter of Credit at the time
such Letter of Credit is issued, modified, terminated or expires, each L/C
Issuer shall furnish (i) to the Administrative Agent (who shall furnish to each
Revolving Credit Lender) and the Borrower on or about the last Business Day of
each calendar month and each calendar quarter a written report summarizing
issuance and expiration dates of Letters of Credit issued by such L/C Issuer
during the preceding month and quarter, as the case may be, and drawings during
such calendar month or quarter under all Letters of Credit issued by such L/C
Issuer and (ii) to the Administrative Agent (who shall furnish to each
Revolving Credit Lender) and the Borrower on the last Business Day of each
calendar quarter a written report setting forth the average daily aggregate
amount of Letters of Credit available to be drawn during such calendar quarter
of all Letters of Credit issued by such L/C Issuer.


(e)           Participations in
Letters of Credit.  Upon the issuance
of a Letter of Credit by the L/C Issuer under Section 2.03(b), the L/C
Issuer shall be deemed, without further action by any party hereto, to have
sold to each Revolving Credit Lender, and each such Revolving Credit Lender
shall be deemed, without further action by any party hereto, to have purchased
from the L/C Issuer, a participation in such Letter of Credit in an amount for
each Revolving Credit Lender equal to such Lender’s Applicable Percentage of
the amount of such Letter of Credit available to be drawn, effective upon the
issuance of such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Revolving Credit Lender
hereby absolutely and unconditionally agrees to pay such Lender’s Applicable
Percentage of each L/C Disbursement made by the L/C Issuer and not reimbursed
by the Borrower forthwith on the date due as provided in Section 2.03(c)
(or which has been so reimbursed but must be returned or restored by the L/C
Issuer because of the occurrence of an event specified in Section 8.01(f)
or otherwise) (an “Unreimbursed
Amount”) by making available for the account of its Applicable
Lending Office to the Administrative



 39
 









Agent for the
account of the L/C Issuer by deposit to the Administrative Agent’s account, in
same day funds, an amount equal to such Lender’s Applicable Percentage of such
L/C Disbursement.  Each Revolving Credit
Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this Section 2.03(e) in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event
of Default or the termination of the Commitments, and that each such payment
shall be made without any off-set, abatement, withholding or reduction
whatsoever.  If and to the extent that
any Revolving Credit Lender shall not have so made the amount of such L/C
Disbursement available to the Administrative Agent, such Revolving Credit
Lender agrees to pay to the Administrative Agent forthwith on demand such
amount together with interest thereon, for each day from the date such L/C
Disbursement is due pursuant to Section 2.03(c) until the date such
amount is paid to the Administrative Agent, at the Federal Funds Rate for its
account or the account of the L/C Issuer. 
If such Lender shall pay to the Administrative Agent such amount for the
account of the L/C Issuer on any Business Day, such amount so paid in respect
of principal shall constitute an L/C Advance made by such Lender on such
Business Day for purposes of this Agreement, and the outstanding principal
amount of an L/C Advance made by the L/C Issuer shall be reduced by such amount
on such Business Day.


(f)            Drawing and
Reimbursement.  The payment by the
L/C Issuer of a draft drawn under any Letter of Credit shall constitute for all
purposes of this Agreement the making by the L/C Issuer of an L/C Advance,
which shall be a Base Rate Loan, in the amount of such draft.


(g)           Failure to Make L/C
Advances.  The failure of any Lender
to make an L/C Advance to be made by it on the date specified in Section
2.03(e) shall not relieve any other Lender of its obligation hereunder to
make its L/C Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the L/C Advance to be made by such other
Lender on such date.


(h)           Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has made an L/C Disbursement under any Letter of Credit
and such L/C Disbursement has resulted in an L/C Borrowing or (ii) if, as of
the date five Business Days prior to the Maturity Date then in effect for the
Revolving Credit Facility, any L/C Obligation for any reason remains outstanding,
the Borrower shall, in each case, immediately Cash Collateralize 105% of the
then Outstanding Amount of all L/C Obligations. 
Sections 2.05 and 8.02(c) set forth certain additional
requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section
2.05 and Section 8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant
to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented
to by the Lenders).  Derivatives of such
term have corresponding meanings.  The Borrower
hereby grants to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing.  Unless otherwise agreed by the Administrative
Agent in its sole discretion, Cash Collateral shall be maintained in the Cash
Collateral Account.  If at any time the
Administrative Agent reasonably determines that any funds held as Cash
Collateral are subject to any right or claim of any Person other than the
Administrative Agent or that the total amount of such funds is less than 105%
of the aggregate Outstanding Amount of all L/C Obligations, the Borrower will,
forthwith upon written demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the
deposit accounts at Credit Suisse as aforesaid, an amount equal to the excess
of (a) 105% of such aggregate Outstanding Amount of L/C Obligations over
(b) the total amount of funds, if any, then held as Cash Collateral that
the Administrative Agent reasonably determines to be free and clear of any such
right and claim.  Upon the drawing of any
Letter of Credit for which funds are on deposit as Cash Collateral, such funds
shall be applied, to the extent permitted under applicable law, to reimburse
the L/C Issuer.



 40
 









(i)            Applicability of
ISP98.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued,
the rules of the ISP shall apply to each Letter of Credit.


(j)            Letter of Credit
Fees, Etc.


(i)            The Borrower shall pay
to the Administrative Agent for the account of each Revolving Credit Lender in
accordance with its Applicable Percentage a per annum Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter
of Credit equal to the Applicable Margin for Eurodollar Rate Loans times
the daily maximum amount available to be drawn under such Letter of
Credit.  Letter of Credit Fees shall
be  due and payable (A) on a quarterly
basis in arrears on the last Business Day of each quarter, commencing on the
last Business Day of March 2007 and (B) on the Maturity Date in respect of the
Revolving Credit Facility, in each case on the basis of the actual number of
days elapsed over a 360-day year.  If
there is any change in the Applicable Margin during any quarter, the daily
maximum amount of each Letter of Credit shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect. 
Notwithstanding anything to the contrary contained herein, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.


(ii)           The Borrower shall pay
to the L/C Issuer, for its own account, such commissions, issuance fees,
fronting fees, transfer fees and other fees and charges in connection with the
issuance or administration of each Letter of Credit as the Borrower and the L/C
Issuer shall agree, with the initial fronting fee equal to 0.25% per annum on
the maximum amount available to be drawn under all Letters of Credit issued by
the L/C Issuer payable (A) on a quarterly basis in arrears on the last Business
Day of each quarter, commencing on the last Business Day of March 2007 and (B)
on the Maturity Date in respect of the Revolving Credit Facility, in each case
on the basis of the actual number of days elapsed over a 360-day year.


2.04         Swing Line Loans.


(a)           The Swing Line.  The Swing Line Lender agrees, on the terms
and conditions hereinafter set forth, to make loans (each such loan, a “Swing Line Loan”) to the
Borrower from time to time on any Business Day during the Availability Period
in an aggregate amount not to exceed at any time outstanding the amount of the
Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Applicable Percentage of the Outstanding Amount of Loans
and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender’s Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the
Revolving Credit Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Revolving Credit Commitment, and (iii)
prior to the Existing Notes Repayment Date, the Total Outstandings under the
Revolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less
(B) the amount, if any, by which the principal balance of the indebtedness
outstanding under the Existing Facility immediately prior to the Closing Date
is less than $7,500,000, and provided  further that the Borrower
shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan.  Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.04, prepay under Section 2.05, and reborrow
under this Section 2.04.  Each
Swing Line Loan shall be a Base Rate Loan. 
Immediately upon the making of a Swing Line Loan, each Revolving Credit
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Swing Line Lender a risk participation in



 41
 









such Swing
Line Loan in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Swing Line Loan.


(b)           Borrowing Procedures.  Each Swing Line Borrowing shall be made upon
the Borrower’s irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be in an amount of $250,000 or an integral multiple of $100,000 in
excess thereof, and (ii) the requested borrowing date, which shall be a
Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (a) directing the Swing Line Lender not to make
such Swing Line Loan as a result of the limitations set forth in the proviso to
the first sentence of Section 2.04(a), or (b) that one or more of the
applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swing Line Lender will
make the amount of the requested Swing Line Loan available to the Borrower as
designated in the Notice of Swing Line Borrowing, in same day funds.


(c)           Refinancing of Swing
Line Loans.


(i)            The Swing Line Lender
at any time in its sole and absolute discretion may request, on behalf of the
Borrower (which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), or in any event automatically upon the maturity of each
Swing Line Loan as set forth in Section 2.07(c), that each other
Revolving Credit Lender make a Base Rate Loan in an amount equal to such
Lender’s Applicable Percentage of the amount of Swing Line Loans then
outstanding.  Such request shall be made
in writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
aggregate Revolving Credit Commitments and the conditions set forth in Section
4.02.  The Swing Line Lender shall
furnish the Borrower with a copy of the applicable Committed Loan Notice
promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to the Administrative Agent in immediately
available funds for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 11:00 a.m. on the Business Day specified in such
Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Revolving Credit Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Swing Line Lender.


(ii)           If for any reason any
Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in
accordance with Section 2.04(c)(i), the request for Base Rate Loans
submitted by the Swing Line Lender as set forth herein shall be deemed to be a
request by the Swing Line Lender that each of the Revolving Credit Lenders fund
its risk participation in the relevant Swing Line Loan and each Revolving
Credit Lender’s payment to the Administrative Agent for the account of the
Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


(iii)          If any Revolving Credit
Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Lender



 42
 









pursuant to
the foregoing provisions of this Section 2.04(c) by the time specified
in Section 2.04(c)(i), the Swing Line Lender shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the
Swing Line Lender at a rate per annum equal to the Federal Funds Rate.  A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (iii) shall be conclusive absent
manifest error.


(iv)          Each Revolving Credit
Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Revolving Credit Lender’s obligation to make Revolving Credit Loans
pursuant to this Section 2.04(c) is subject to the conditions set forth
in Section 4.02.  No such funding
of risk participations shall relieve or otherwise impair the obligation of the
Borrower to repay Swing Line Loans, together with interest as provided herein.


(d)           Repayment of
Participations.  If any payment
received by the Administrative Agent in respect of principal or interest on any
Swing Line Loan is required to be returned by the Administrative Agent under
any of the circumstances described in Section 10.05, each Revolving
Credit Lender shall pay to the Administrative Agent for the account of the
Swing Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the Federal Funds
Rate.  The Administrative Agent will make
such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this
subsection shall survive the payment in full of the Obligations and the
termination of this Agreement.


(e)           Interest for Account
of Swing Line Lender.  The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans.  Until each Revolving
Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section
2.04 to refinance such Lender’s Applicable Percentage of any Swing Line
Loan, interest in respect of such Applicable Percentage shall be solely for the
account of the Swing Line Lender.


2.05         Prepayments.


(a)           Optional.


(i)            The Borrower may, upon
notice to the Administrative Agent at any time or from time to time,
voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part
without premium or penalty; provided that (A) such notice must be
received by the Administrative Agent not later than 2:00 p.m. (1) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2)
one Business Day Prior to any date of prepayment of Base Rate Loans; and (B)
any partial prepayment shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, if less, the entire principal amount
thereof then outstanding.  Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid.  The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the
Borrower shall make such prepayment,



 43
 









the payment
amount specified in such notice shall be due and payable on the date specified
therein and each such prepayment shall be paid to the Lenders in accordance
with their respective Applicable Percentages. 
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to Section
3.05.  Each prepayment of the
outstanding Term Loans pursuant to this Section 2.05(a) shall be applied
pro rata to the remaining principal repayment installments thereof; provided
that such prepayment shall be applied first to Base Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner that minimizes the amount of any payments required to be made by the
Borrower pursuant to Section 3.05(a).


(ii)           The Borrower may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent), at
any time or from time to time, voluntarily prepay Swing Line Loans in whole or
in part without premium or penalty; provided that (A) such notice must
be received by the Swing Line Lender and the Administrative Agent not later
than 2:00 p.m. on the date of the prepayment, and (B) any such prepayment shall
be in a minimum principal amount of $250,000. 
Each such notice shall specify the date and amount of such
prepayment.  If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.


(iii)          No Lender may reject any
voluntary prepayment pursuant to this Section 2.05(a).


(b)           Mandatory.


(i)            Within five Business
Days (subject to Section 2.05(c)) after the date the Borrower is
required to deliver financial statements pursuant to Section 6.01(a) and
the related Compliance Certificate pursuant to Section 6.02(b), the
Borrower shall prepay an aggregate principal amount of Loans equal to the
amount by which (i) 50% of Excess Cash Flow for the fiscal year covered by such
financial statements (commencing with the fiscal year ending December 31, 2007)
exceeds (ii) the aggregate amount of all voluntary prepayments made during such
fiscal year pursuant to Section 2.05(a) to the extent that such
voluntary prepayments resulted in corresponding permanent reductions of
Commitments, in each case to the extent such payments were not and have not
been funded with additional Indebtedness and are not otherwise financed; provided,
however, with respect to the fiscal year ended December 31, 2007, Excess
Cash Flow shall be determined for the period from the Closing Date to December
31, 2007 (unless the initial funding under the Term Facility occurs after March
31, 2007, in which case beginning with the first full fiscal year ended after
the Closing Date).


(ii)           If any Loan Party or
any of its Subsidiaries Disposes of any property or assets (other than any
Disposition of any property or assets permitted by Section 7.05(b), (c),
(d), (e), (g), (h), (i) or (j)) and
the aggregate Net Cash Proceeds received by the Loan Parties and such
Subsidiaries in any fiscal year exceeds $1,500,000, the Borrower shall
immediately (subject to Section 2.05(c)) prepay an aggregate principal
amount of Loans equal to 100% of such Net Cash Proceeds, and thereafter as and
when additional Net Cash Proceeds are received during such year in an aggregate
amount of $500,000 or more, the Borrower shall immediately (subject to Section
2.05(c)) further prepay the principal of the Loans in an amount equal to
100% of such Net Cash Proceeds; provided, however, that, with
respect to any Net Cash Proceeds realized (A) under a Disposition described in
this Section 2.05(b)(ii) or (B) from proceeds of insurance and
condemnation awards or indemnities covered by Section 2.05(b)(v), (1) at
the option of the Borrower (as elected by the Borrower in writing to the
Administrative Agent on or prior to the date of such Disposition or the receipt
of such insurance proceeds or condemnation awards), and so long as no Event of
Default shall have occurred and be continuing, the Borrower may reinvest



 44
 









all or any
portion of such Net Cash Proceeds in operating assets so long as (a) within 180
days following receipt of such Net Cash Proceeds, a definitive agreement for
the purchase of such assets with such proceeds shall have been entered into (as
certified by the Borrower in writing to the Administrative Agent), and (b)
within 270 days after the receipt of such Net Cash Proceeds, such purchase
shall have been consummated (as certified by the Borrower in writing to the
Administrative Agent); provided  further, however, that any
Net Cash Proceeds not subject to such definitive agreement or so reinvested
shall be immediately applied to the prepayment of the Loans as set forth in
this Section 2.05; and (2) any amount reinvested under clause (A)
shall not be included in determining the amount of any required prepayment of
the Loans under this Section 2.05(b)(ii).


(iii)          Upon the sale or
issuance by any Loan Party or any of its Subsidiaries of any of its Equity
Interests (other than (A) issuances to directors, management or employees
in the ordinary course of business pursuant to pension plans or compensation
arrangements, (B) issuances to the Sponsor and the other Investors, (C)
issuances to finance Permitted Acquisitions permitted under Section 7.03(i),
(D) issuances to finance Capital Expenditures Permitted under Section 7.12  and (E) issuances by Holdings to refinance
the Acquisition Loan (or any Indebtedness incurred to refinance
the Acquisition Loan)), the Borrower shall prepay an aggregate principal
amount of Loans equal to 50% of all Net Cash Proceeds received therefrom
immediately (subject to Section 2.05(c)) upon receipt thereof by any
Loan Party or such Subsidiary.


(iv)          Upon the incurrence or
issuance by any Loan Party or any of its Subsidiaries of any Indebtedness of
the type referred to in clause (a) of the definition of “Indebtedness”
(other than Indebtedness permitted to be incurred or issued pursuant to Section
7.02 and Indebtedness incurred by Holdings to refinance the Acquisition
Loan (or any Indebtedness incurred to refinance the
Acquisition Loan)), the Borrower shall prepay an aggregate principal
amount of Loans equal to 100% of all Net Cash Proceeds received therefrom
immediately (subject to Section 2.05(c)) upon receipt thereof by any
Loan Party or such Subsidiary.


(v)           Upon any Extraordinary
Receipt received by or paid to or for the account of any Loan Party or any of
its Subsidiaries, and not otherwise covered in clause (ii), (iii)
or (iv) of this Section 2.05(b), the Borrower shall prepay an
aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds
received therefrom immediately (subject to Section 2.05(c)) upon receipt
thereof by any Loan Party or such Subsidiary.


(vi)          If for any reason the
Total Outstandings under any Facility at any time exceed the Aggregate
Commitments then in effect with respect to such Facility, the Borrower shall
immediately prepay the applicable Loans and/or (in the case of the Revolving
Credit Facility) Cash Collateralize the L/C Obligations in an aggregate amount
equal to such excess; provided, however, that the Borrower shall
not be required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(b)(vi) unless, after the prepayment in full of the Loans and Swing
Line Loans, the Total Outstandings exceed the Aggregate Commitments then in
effect.


(vii)         Each prepayment of Loans
pursuant to this Section 2.05(b) shall be applied, first, ratably
to the remaining principal repayment installments of the Term Facility until
all such installments are paid in full, irrespective of whether such
outstanding Term Loans are Base Rate Loans or Eurodollar Rate Loans; provided
that if no Lenders exercise the right to waive a given mandatory prepayment of
the Term Loans pursuant to Section 2.05(c), then, with respect to such
mandatory prepayment, the amount of such mandatory prepayment shall be applied
first to Term Loans that are Base Rate Loans to the full extent thereof before
application to Term Loans that



 45
 









are Eurodollar
Rate Loans in a manner that minimizes the amount of any payments required to be
made by the Borrower pursuant to Section 3.05(a), and, thereafter,
ratably to the Revolving Credit Facility without a permanent reduction in the
Revolving Credit Commitments; provided that any prepayment of the Revolving
Credit Facility pursuant to clause (vi) shall be applied as set forth
herein, subject in each case to the provisions of Section 2.05(c).


(viii)        Prepayments of the
Revolving Credit Facility made pursuant to clause (i), (ii), (iii),
(iv), (v), (vi) or (vii) of this Section 2.05(b),
first, shall be applied to prepay L/C
Borrowings outstanding at such time until all such L/C Borrowings are paid in
full, second, shall be applied to prepay Swing Line Loans outstanding at
such time until all such Swing Line Loans are paid in full, third, shall
be applied to prepay Revolving Credit Loans outstanding at such time until all
such Revolving Credit Loans are paid in full and, fourth, shall be used
to Cash Collateralize the L/C Obligations (in the case of a prepayment pursuant
to clause (vi), subject to the proviso to such clause (vi)); and,
in the case of prepayments of the Revolving Credit Facility required pursuant
to clause (i), (ii), (iii), (iv) or (v) of
this Section 2.05(b), the amount remaining, if any, after the prepayment
in full of all Loans and L/C Borrowings outstanding at such time and the L/C
Obligations have been Cash Collateralized in full may be retained by the
Borrower for use in the ordinary course of its business unless required to be
used to prepay loans under the Second Lien Credit Agreement, in which case the
Borrower shall make such prepayment. 
Upon the drawing of any Letter of Credit which has been Cash
Collateralized, such funds shall be applied (without any further action by or
notice to or from the Borrower or any other Loan Party) to reimburse the L/C
Issuer or the Revolving Credit Lenders, as applicable.


(ix)           Anything contained
herein to the contrary notwithstanding, if, at the time any amount otherwise
required to be applied to the prepayment of Term Loans under this Section
2.05(b) (such amount being referred to as the “Prepayment Amount”), the full amount of
all Term Loans have been paid in full and there remain any outstanding Term
Commitments, then, in lieu of applying such Prepayment Amount to the Term
Loans, the Term Commitments shall automatically be reduced by the Prepayment
Amount.


(c)           Term Lender Opt-out.  With respect to any prepayment of the Term
Facility pursuant to Section 2.05(b), any Term Lender, at its option,
may elect not to accept such prepayment. 
Upon the date set forth in Section 2.05(b) for any such
prepayment of the Term Facility, the Borrower shall notify the Administrative
Agent of Prepayment Amount.  Promptly
after the date of receipt of such notice, the Administrative Agent shall
provide written notice (the “First
Offer”) to the Term Lenders of the amount available to prepay
the Term Loans.  Any Lender declining
such prepayment (a “Declining
Lender”) shall give written notice thereof to the Administrative
Agent by 11:00 a.m. no later than two Business Days after the date of such
notice from the Administrative Agent.  On
such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to
the Term Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”)
of the additional amount available (due to such Declining Lenders’ declining
such prepayment) to prepay Term Loans owing to such Accepting Lenders.  Any Lender declining prepayment pursuant to
such Second Offer shall give written notice thereof to the Administrative Agent
by 11:00 a.m. no later than two Business Days after the date of such notice of
a Second Offer.  The Borrower shall
prepay the Loans as set forth in Section 2.05(b) within three Business
Days after its receipt of notice from the Administrative Agent of the aggregate
amount of such prepayment.  Amounts
remaining after the allocation of accepted amounts with respect to the First
Offer and the Second Offer to Accepting Lenders (other than amounts allocated
to the reduction of the Term Commitments in accordance with Section
2.05(b)(ix)) shall be used by the Borrower to prepay loans under the
Revolving Credit Facility as provided in Section 2.05(b)(viii) above,
and the amounts remaining, if any, will be used by the Borrower to offer to
prepay loans under the Second Lien Credit Agreement (and, after all required
prepayments have been made under the Second



 46















Lien Credit
Agreement, the amount then remaining shall, at the option of the Borrower, be
retained by the Borrower or, notwithstanding anything to the contrary in
Section 7.06 and 7.15, distributed by the Borrower to Holdings for the sole
purpose of repaying the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan));
provided that at any time after the Term Loans have been repaid or
prepaid in full, notwithstanding the provisions of this sentence, any
prepayments required by Section 2.05(b) shall be applied as set forth in
clause (vii) thereof.


2.06         Termination or
Reduction of Commitments.


(a)           Optional.  The Borrower may, upon written notice to the
Administrative Agent, terminate the unused portions of the Term Commitments,
the Letter of Credit Sublimit, or the unused Revolving Credit Commitments, or
from time to time permanently reduce the unused portions of the Term
Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of at least $500,000 or an integral multiple of $100,000 in
excess thereof, and (iii) the Borrower shall not terminate or reduce the unused
portions of the Term Commitments, the Letter of Credit Sublimit, or the unused
Revolving Credit Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments.


(b)           Mandatory.


(i)            The Term Commitments
shall be automatically and permanently reduced to zero upon the earlier of (i)
May 1, 2007 and (ii) the date of the third Term Borrowing (or the first or
second Term Borrowing, if the entire amount of the Term Facility is drawn as a
part of such Borrowing).


(ii)           If after giving effect
to any reduction or termination of unused Revolving Credit Commitments under
this Section 2.06, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such
Sublimit shall be automatically reduced by the amount of such excess.


(c)           Application of
Commitment Reductions; Payment of Fees. 
The Administrative Agent will promptly notify the Lenders of any
termination or reduction of unused portions of the Letter of Credit Sublimit,
or the unused Revolving Credit Commitment under this Section 2.06.  Upon any reduction of unused Commitments
under a Facility, the Commitment of each Lender under such Facility shall be
reduced by such Lender’s Applicable Percentage of the amount by which such
Facility is reduced.  All fees accrued
until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.


2.07         Repayment of Loans.


(a)           Term Loans.  The Borrower shall repay to the
Administrative Agent for the ratable account of the Term Lenders the aggregate
principal amount of all Term Loans outstanding 
in quarterly payments of $375,000 (which amount shall be reduced as a
result of the application of prepayments in accordance with Section 2.06)
on March 31, June 30, September 30, and December 31 of each year, commencing on
March 31, 2007 (provided that if such date is not a Business Day, then
such payment shall be made on the next preceding Business Day); provided,
however, that (i) no payments pursuant to this Section 2.07(a)
shall be made prior to the Existing Notes Repayment Date unless and except to
the extent permitted under the Existing Indenture, and (ii) the final principal
repayment



 47
 









installment of
the Term Loans shall be paid on the Maturity Date for the Term Facility and in
any event shall be in an amount equal to the aggregate principal amount of all
Term Loans outstanding on such date.


(b)           Revolving Credit
Loans.  The Borrower shall repay to
the Administrative Agent for the ratable account of the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility the aggregate
principal amount of all Revolving Credit Loans outstanding on such date.


(c)           Swing Line Loans.  The Borrower shall repay to the
Administrative Agent for the ratable account of the Swing Line Lender and any
Revolving Credit Lender that has purchased a participation in a Swing Line Loan
pursuant to Section 2.04 the outstanding principal amount of each Swing
Line Loan on the Maturity Date.


2.08         Interest.


(a)           Subject to the
provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period
at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Margin; (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Margin; and
(iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Margin.


(b)           (i)  Upon the occurrence and during the
continuance of a Default or Event of Default under Section 8.01(a), (f)
or (g), then upon the written request of the Required Lenders, all
Obligations not paid when due shall thereafter, until such Default or Event of
Default no longer exists, bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.


(ii)           Accrued and unpaid
interest on past due amounts (including interest on past due interest) shall be
due and payable upon demand.


(c)           Interest on each Loan
shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.


2.09         Fees.  In addition to certain fees described in Section
2.03(j):


(a)           Commitment Fee.  The Borrower shall pay to the Administrative
Agent for the account of each Revolving Credit Lender in accordance with its
Applicable Percentage, a commitment fee of 0.50% per annum times the
actual daily amount by which the aggregate Revolving Credit Commitments (minus, at all times prior to the Existing Notes Repayment
Date, the amount of the Delayed Revolver Commitment) exceed the sum of (i) the
Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of
L/C Obligations; provided, however, that any commitment fee
accrued with respect to any of the Commitments of a Defaulting Lender during
the period prior to the time such Lender became a Defaulting Lender and unpaid
at such time shall not be payable by the Borrower so long as such Lender shall
be a Defaulting Lender except to the extent that such commitment fee shall
otherwise have been due and payable by the Borrower prior to such time; and provided
further that no commitment fee shall accrue on any of the Commitments of
a Defaulting Lender so long as such Lender shall be a Defaulting Lender.  The commitment fee shall accrue at all times
from the Closing Date to the Maturity Date for the Revolving Credit Facility,
including at any time during which one or more of the conditions



 48
 









in Article
IV is not met, and shall be due and payable (i) quarterly in arrears on the
last  Business Day
of each March, June, September and December, commencing with the last Business
Day of March 2007, and (ii) on the Maturity Date for the Revolving Credit
Facility, in each case on the basis of the number of days elapsed over a
360-day year.


(b)           Other Fees.


(i)            The Borrower shall pay
to the Arranger and the Administrative Agent for their own respective accounts
fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


(ii)           The Borrower shall pay
to the Agents such fees as shall have been separately agreed upon in writing in
the amounts and at the times so specified. 
Unless otherwise expressly agreed by the Agents in writing, such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


2.10         Computation of
Interest and Fees.  All computations of
interest for Base Rate Loans when the Base Rate is determined by reference to
Credit Suisse’s “prime rate” shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed.  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid; provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.12(a), bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


2.11         Evidence of
Indebtedness.


(a)           The Credit Extensions
made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary
course of business.  The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.


(b)           In addition to the
accounts and records referred to in Section 2.11(a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.


(c)           Entries made in good
faith by the Administrative Agent in the Register pursuant to Section
2.11(b), and by each Lender in its account or accounts pursuant to Section
2.11(a), shall be



 49
 









prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement
and the other Loan Documents, absent manifest error; provided that the
failure of the Administrative Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the Borrower under this
Agreement and the other Loan Documents.


2.12         Payments Generally;
Administrative Agent’s Clawback.


(a)           General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  All payments by
the Borrower hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the
Administrative Agent’s Office in Dollars and in immediately available funds not
later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office.  All payments
received by the Administrative Agent after 2:00 p.m. may, in the Administrative
Agent’s sole discretion, be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue.


(b)           (i)  Funding by Lenders; Presumption by
Administrative Agent.  Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 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 in
immediately available funds 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 (A) in the case
of a payment to be made by such Lender, the Federal Funds Rate  and (B) in the case of a payment
to be made by the Borrower, the interest rate applicable to Base Rate
Loans.  If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Borrower
the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


(ii)           Payments by Borrower; Presumptions by Administrative
Agent.  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 L/C Issuer
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 L/C Issuer, 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 the L/C Issuer, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
immediately available funds with interest thereon, for each day from and
including the date such



 50
 









amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
Federal Funds Rate.


A notice of the Administrative Agent to any Lender or
the Borrower with respect to any amount owing under this subsection (b)
shall be conclusive, absent manifest error.


(c)           Failure to Satisfy Conditions Precedent. 
If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article
II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall return such funds (in like
funds as received from such Lender) to such Lender, without interest.


(d)           Obligations of Lenders Several. 
The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 9.05 are several and not joint.  The failure of any Lender to make any Loan or
to fund any such participation or make payments pursuant to Section 9.05
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation or make payments pursuant to Section 9.05.


(e)           Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will
obtain the funds for any Loan in any particular place or manner.


(f)            Authorization.  The Borrower hereby authorizes each Lender,
if and to the extent payment owed to such Lender is not made when due hereunder
or, in the case of a Lender holding a Note, under the Note held by such Lender,
to charge from time to time against any or all of the Borrower’s accounts with
such Lender any amount so due.


(g)           Insufficient Payment.  Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Agents and the
Lenders under or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and
applied by the Agents and the
Lenders in the order of priority set forth in Section 8.03.  If the Administrative Agent receives funds
for application to the Obligations of the Loan Parties under or in respect of
the Loan Documents under circumstances for which the Loan Documents do not
specify the manner in which such funds are to be applied, the Administrative
Agent may, but shall not be obligated to, elect to distribute such funds to
each of the Lenders in accordance with such Lender’s Applicable Percentage of
the sum of (i) the Outstanding Amount of all Loans outstanding at such time and
(ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in
repayment or prepayment of such of the outstanding Loans or other Obligations
then owing to such Lender.


2.13         Sharing of Payments by
Lenders.  If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it, resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of
such Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit



 51
 









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 Credit Loans and Term Loans and other amounts owing them; provided
that:


(i)            if any such
participations or subparticipations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and


(ii)           the provisions of this Section
2.13 shall not be construed to apply to (A) any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
or (B) any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or subparticipations in L/C
Obligations or Swing Line Loans to any assignee or participant, other than to
the Borrower or any Subsidiary (as to which the provisions of this Section
2.13 shall apply).


Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.


2.14         Increase in Term
Commitments.


(a)           Request for Increase.  After the Existing Notes Repayment Date, and
so long as no Default has occurred and is continuing or would result therefrom,
upon notice to the Administrative Agent (which shall promptly notify the
Term Lenders), the Borrower may from time to time, but on no more than
three occasions prior to the maturity of the Term Facility, request an increase
in the Term Commitments (a “Term
Commitment Increase”) to be made available to the Borrower; provided
that (i) any such request for an increase shall be in a minimum amount of
$5,000,000 or increments of $1,000,000 in excess thereof, (ii) such Term
Commitment Increase, plus all previous Term Commitment Increases, shall not
exceed $30,000,000, and (iii) any such Term Commitment Increase shall mature on
the Maturity Date.  At the time of
sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Term Lender is
requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Term Lenders).


(b)           Lender Elections to
Increase.  Each Term Lender
shall notify the Administrative Agent within such time period whether or not it
agrees to increase its Term Commitment and, if so, whether by an amount
equal to, greater than, or less than its ratable portion (based on such
Term Lender’s Applicable Percentage in respect of the Term Facility)
of such requested increase.  Any
Term Lender not responding within such time period shall be deemed to have
declined to increase its Term Commitment.


(c)           Notification by Administrative Agent;
Additional Term Lenders.  The Administrative Agent shall notify the
Borrower and each Term Lender of the Term Lenders’ responses to each
request made hereunder.  To achieve the
full amount of a requested increase, and subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become Term Lenders
pursuant to a joinder agreement in form and substance reasonably satisfactory
to the Administrative Agent.


(d)           Effective Date and Allocations.  If
the Term Commitments are increased in accordance with this Section 2.14,
the Administrative Agent and the Borrower shall determine the



 52
 









effective date (the “Term Increase Effective Date”)
and the final allocation of such increase. 
The Administrative Agent shall promptly notify the Borrower and the Term
Lenders of the final allocation of such increase and the Term Increase
Effective Date.


(e)           Conditions to Effectiveness of Increase.  As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the Term
Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such
increase, and (ii) certifying that, before and after giving effect to such
increase, (A) the Borrower is in compliance, calculated as of the last day of
the most recently ended fiscal quarter for which financial statements have been
delivered pursuant to Section 6.01(a) or Section 6.01(b), with
the financial covenants specified in Section 7.11 on a pro
forma basis after giving effect
thereto, and (B) the conditions set forth in Sections 4.02(a) and (b)
have been satisfied.


(f)            Incremental Term Commitment Amendment.  Any
increase in Term Commitments pursuant to this Section 2.14 shall be
effected pursuant to an amendment (an “Incremental
Term Commitment Amendment”) to this Agreement, executed by the
Loan Parties, the Lenders providing such increased Term Commitments (and no
other Lenders) and the Administrative Agent. 
Any Incremental Term Commitment Amendment may, without the consent of
any Lenders other than the Lenders providing the increased Term Commitments,
effect such amendments to any Loan Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent, to effect the provisions
of this Section 2.14.


(g)           Conflicting Provisions.  This
Section shall supersede any provisions in Section  10.01 to
the contrary.


Article III

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         Taxes.


(a)           Payments Free of
Taxes.  Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes; provided that if the Borrower
shall be required by applicable law to deduct any Indemnified Taxes (including
any 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 3.01),
the Administrative Agent, Lender or L/C Issuer, 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
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


(b)           Payment of Other
Taxes by the Borrower.  Without
limiting the provisions of subsection (a) above, the Borrower shall
timely pay any Indemnified Taxes or Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


(c)           Indemnification by
the Borrower.  The Borrower shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10
days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 3.01)
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and any penalties, interest and



 53
 









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 the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer, shall be conclusive absent manifest error.


(d)           Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


(e)           Status of Lenders.  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 resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or
under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law and as
are reasonably requested by the Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate
of withholding.  In addition, any Lender,
if requested by the Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.


Without limiting the generality of the foregoing, in
the event that the Borrower is resident for tax purposes in the United States,
any Foreign Lender shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:


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


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


(iii)          in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B)
a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
Revenue Service Form W-8BEN, or


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


(f)            Treatment of
Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer 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



 54
 









additional
amounts pursuant to this Section 3.01, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section 3.01 with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, any Lender or
the L/C Issuer, as the case may be, and withholding at any amounts as required
under applicable Law 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, such Lender or
the L/C Issuer, 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, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection (f) shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
file its returns in a particular manner or to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to
the Borrower or any other Person.


3.02         Illegality.  If any Law has made it unlawful, or any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or
to determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent
and the Borrower that the circumstances giving rise to such determination no
longer exist.  Upon receipt of such
notice, the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.


3.03         Inability to Determine
Rates.  If the Required Lenders
determine that for any reason in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits
are not being offered to banks in the London interbank eurodollar market for
the applicable amount and Interest Period of such Eurodollar Rate Loan, (b)
adequate and reasonable means do not exist for determining the Eurodollar Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Loan, or that Dollar deposits are not
being offered to banks in the London interbank eurodollar market for the
applicable amount and the Interest Period of such Eurodollar Rate Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice.  Upon receipt of such
notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.


3.04         Increased Costs;
Reserves on Eurodollar Rate Loans.


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



 55
 









(i)            impose, modify or deem
applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or
credit extended or participated in by, any Lender (except any reserve
requirement taken into account in
determining the Eurodollar Rate) or the L/C Issuer;


(ii)           subject any Lender or
the L/C Issuer to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any participation in a Letter of Credit or any
Eurodollar Loan made by it, or change the basis of taxation of payments to such
Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or
Other Taxes covered by Section 3.01 and the imposition of, or any change
in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or


(iii)          impose on any Lender or
the L/C Issuer or the London interbank market any other condition, cost or
expense 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 Rate
Loan (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or the L/C Issuer of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or the L/C Issuer hereunder (whether
of principal, interest or any other amount) then, upon request of such Lender
or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such
Lender or the L/C Issuer, as the case may be, for such additional costs
incurred or reduction suffered.


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


(c)           Certificates for
Reimbursement.  A certificate of a
Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section
3.04 or in Section 3.05, and specifying in reasonable detail the
basis for such compensation, and delivered to the Borrower shall be conclusive
absent manifest error.  The Borrower
shall pay such Lender or the L/C Issuer, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt thereof.


(d)           Notwithstanding
anything in this Agreement to the contrary, the Borrower shall not be obligated
to make any payment to any Lender or the L/C Issuer under this Section 3.04
in respect of any Change in Law for any period more than 180 days prior to the
date on which such Lender or L/C Issuer gives written notice to the Borrower of
its intent to request such payment under this Section 3.04;



 56
 









provided,
however, that if such Change in Law has retroactive effect, the Borrower
shall be required to make any such payments for the period of retroactivity.


3.05         Compensation for
Losses.  Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss
(other than lost profit), cost or expense incurred by it as a result of:


(a)           any continuation,
conversion, payment or prepayment of any Loan other than a Base Rate Loan on a
day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or


(b)           any failure by the
Borrower (for a reason other than the failure of such Lender to make a Loan) to
prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the
date or in the amount notified by the Borrower;


including any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  For purposes of calculating amounts
payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.


3.06         Mitigation Obligations.  If (a) any Lender or the L/C Issuer
shall request compensation under Section 3.01, (b) any Lender
or the L/C Issuer delivers a notice described in Section 3.02 or
(c) the Borrower is required to pay any additional amount to any Lender or
the L/C Issuer or any Governmental Authority on account of any Lender or the
L/C Issuer, pursuant to Section 3.04, then such Lender or the L/C
Issuer shall use reasonable efforts (which shall not require such Lender or the
L/C Issuer to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or legal or
regulatory restrictions or suffer any disadvantage or burden deemed by it to be
significant) (i) to file any certificate or document reasonably requested in
writing by the Borrower or (ii) to assign its rights and delegate and
transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 3.01 or enable it to withdraw its notice
pursuant to Section 3.02 or would reduce amounts payable pursuant
to Section 3.04, as the case may be, in the future.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender or the L/C Issuer in
connection with any such filing or assignment, delegation and transfer.


3.07         Survival.  This Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.


Article IV

CONDITIONS PRECEDENT TO Credit Extensions


4.01         Conditions of Initial
Credit Extension.  The obligation of
the L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction, or waiver in accordance with Section 10.01,
of the following conditions precedent:


(a)           The Administrative
Agent shall have received each of the following, each of which shall be
originals or telecopies (followed promptly by originals), each dated the
Closing



 57
 









Date (or, in
the case of certificates of governmental officials, a recent date before the
Closing Date), each in form and substance satisfactory to the Administrative
Agent and each of the Lenders and in such number of copies as may be requested
by the Administrative Agent:


(i)            duly executed
counterparts of this Agreement and the Guaranties, sufficient in number for
distribution to each Agent, each Lender and the Borrower;


(ii)           a Note or Notes duly
executed by the Borrower in favor of each Lender requesting the same;


(iii)          the Security Agreement,
duly executed by each Loan Party, together with:


(A)          certificates
representing the Pledged Interests referred to therein accompanied by undated
stock powers executed in blank and instruments evidencing the Pledged Debt
endorsed in blank,


(B)           acknowledgment copies
or stamped receipt copies of proper financing statements, duly filed on or
before the day of the initial Credit Extension under the Uniform Commercial
Code of all jurisdictions that the Administrative Agent may reasonably deem
necessary or desirable in order to perfect and protect the first priority liens
and security interests created under the Security Agreement, covering the
Collateral described in the Security Agreement or financing statements in proper
form for filing shall have been authorized by each Loan Party and arrangements
with respect to filing of such financing statements shall have been made in a
manner reasonably satisfactory to the Administrative Agent,


(C)           completed requests for
information, dated on or before the date of the initial Credit Extension,
listing all effective financing statements filed in the jurisdictions referred
to in clause (B) above that name any Loan Party as debtor, together
with copies of such other financing statements, and


(D)          evidence of the
completion of all other actions, recordings and filings of or with respect to
the Security Agreement that the Administrative Agent may reasonably deem
necessary or desirable in order to perfect and protect the liens and security
interests created thereby (including, without limitation, receipt of duly
executed payoff letters, UCC-3 termination statements) and that all filing and
recording taxes and fees (if any) have been paid;


(iv)          the Intellectual
Property Security Agreement, duly executed by each Loan Party, together with
evidence that all action that the Administrative Agent may deem necessary or
desirable in order to perfect and protect the first priority liens and security
interests created under the Intellectual Property Security Agreement has been
authorized;


(v)           such duly executed
certificates of resolutions or consents, and incumbency certificates of
Responsible Officers of each Loan Party as the Administrative Agent or the
Lenders may reasonably require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in



 58
 









connection
with this Agreement and the other Loan Documents to which such Loan Party is a
party or is to be a party;


(vi)          such documents and duly
executed certifications as the Administrative Agent or the Lenders may
reasonably require to evidence that each Loan Party is duly organized or
formed, and that each Loan Party is validly existing, in good standing and
qualified to engage in business in its jurisdiction of incorporation or
formation and each other jurisdiction in which it conducts business, except
where the failure to be so qualified could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect;


(vii)         favorable opinions of (A)
Kirkland & Ellis LLP, counsel to the Loan Parties, addressed to each Agent
and each Lender, in substantially the form of Exhibit I-1 and covering
such other matters concerning the Loan Parties and the Loan Documents as the
Required Lenders may reasonably request, and (B) to the extent not covered in
the opinion referred to in clause (A) above, local counsel to the Loan Parties
in states in which the Loan Parties are incorporated or organized, in form and
substance satisfactory to the Administrative Agent;


(viii)        a certificate of the chief
executive officer, chief financial officer or a senior vice president of each
Loan Party either (A) attaching copies of all governmental consents, licenses
and approvals required in connection with the execution, delivery and
performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such governmental consents, licenses
and approvals shall be in full force and effect, or (B) stating that no such
governmental consents, licenses or approvals are so required;


(ix)           a certificate signed by
the chief executive officer, chief financial officer or a senior vice president
of the Borrower certifying (A) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied and (B) that since September 30, 2006, no
Company Material Adverse Effect has occurred;


(x)            a certificate
attesting to the Solvency of Holdings and its Subsidiaries taken as a whole,
before and after giving effect to the Transaction, from the chief executive
officer, chief financial officer or a senior vice president of Holdings,
substantially in the form of Exhibit H hereto;


(xi)           unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows for the Company for (1) the most recent fiscal quarter ended at least 45
days before the Closing Date and (2) each fiscal month after the most recent
fiscal quarter for which financial statements were received by the
Administrative Agent as described in clause (1) above and ended at least
45 days before the Closing Date, in each case to be reasonably satisfactory to
the Administrative Agent;


(xii)          a pro  forma
consolidated balance sheet and related pro  forma consolidated
statement of income of the Borrower as of and for the most recent full
twelve-month period ending at least 45 days prior to the Closing Date, giving
effect to the Transaction as if the Transaction had occurred as of such date
(in the case of such balance sheet) or at the beginning of such period (in the
case of such other financial statements), which shall, in all material
respects, be prepared in accordance with Regulation S-X



 59
 









under the
Securities Act of 1933, as amended and as further adjusted by the Specified Pro
Forma Adjustments;


(xiii)         forecasts prepared by
management of the Company, in form and substance reasonably satisfactory to the
Arranger, of balance sheets, income statements and cash flow statements for the
Company and its Subsidiaries on a quarterly basis for the first eight quarters
commencing with first quarter ending of 2007 and on an annual basis commencing
with the first fiscal year following the day of the initial Credit Extension
until the Maturity Date for the Term Facility; it being understood and agreed that
(A) any financial or business projections furnished by the Company are
subject to significant uncertainties and contingencies, which may be beyond the
control of the Company, (B) no assurance is given by the Company that the
results or forecast in any such projections will be realized and (C) the
actual results may differ from the forecast results set forth in such
projections and such differences may be material;


(xiv)        a certificate signed by
the chief executive officer, chief financial officer or a senior vice president
of the Borrower certifying that the pro  forma financial
statements delivered pursuant to clause (xii) above and the forecasts
delivered pursuant to clause (xiii) above were prepared in good faith on
the basis of the assumptions stated therein, which assumptions were believed to
be reasonable in light of the conditions existing at the time of delivery of
such pro  forma financial statements and forecasts, and, with
respect to the forecasts, represented, at the time of delivery, the Borrower’s
best estimate of its future financial performance; it being understood and
agreed that (A) any financial or business projections furnished by the
Borrower are subject to significant uncertainties and contingencies, which may
be beyond the control of the Borrower, (B) no assurance is given by the
Borrower that the results or forecast in any such projections will be realized
and (C) the actual results may differ from the forecast results set forth
in such projections and such differences may be material;


(xv)         evidence that all
insurance required to be maintained pursuant to the Loan Documents has been
obtained and is in effect and names the Collateral Agent as additional insured
and loss payee, including an insurance broker’s letter to such effect reasonably
satisfactory to the Administrative Agent;


(xvi)        certified copies of the
Related Documents, duly executed by the parties thereto and in form and
substance reasonably satisfactory to the Lenders, together with all agreements,
instruments and other documents delivered in connection therewith as the
Administrative Agent shall request;


(xvii)       evidence that the Equity
Contribution, on terms and conditions reasonably acceptable in all material
respects to the Administrative Agent, was made to Holdings and, in turn, to the
Borrower;


(xviii)      evidence that all Existing
Indebtedness, other than Surviving Indebtedness, has been prepaid, redeemed or
defeased in full or otherwise satisfied and extinguished from cash on hand of
the Borrower and all commitments relating thereto terminated and that all
Surviving Indebtedness shall be on terms and conditions reasonably satisfactory
to the Administrative Agent;


(xix)         confirmation reasonably
satisfactory to the Administrative Agent that the Merger has been consummated
or will be consummated on the Closing Date; and



 60
 









(xx)          an Assumption Agreement,
duly executed by the Company.


(b)           To the extent invoiced
to the Borrower or the Sponsor, the Borrower shall have paid all accrued fees
and expenses of the Agents, the Arranger and the initial Lenders (including the
fees, disbursements and other charges of Shearman & Sterling LLP)  on or before the Closing Date.


(c)           The Closing Date shall
have occurred on or before February 24, 2007.


(d)           All governmental
authorizations and all third party consents and approvals necessary in
connection with the Transaction and the other transactions contemplated thereby
shall have been obtained (without the imposition of any conditions that are not
reasonably acceptable to the Lenders) and shall remain in effect; all
applicable waiting periods in connection with the Transaction (other than a
period not to exceed 20 Business Days during which the Debt Tender Offer must
remain open) shall have expired without any action being taken by any
Governmental Authority, and no Law shall be applicable in the reasonable
judgment of the Lenders, in each case that restrains, prevents or imposes
materially adverse conditions upon the Transaction or the other transactions
contemplated thereby or the rights of the Loan Parties or their Subsidiaries
freely to transfer or otherwise dispose of, or to create any Lien on, any
properties now owned or hereafter acquired by any of them.


(e)           The Merger and the
other Transactions (other than any Debt Tender Offer or the COC Put Offer) shall
have been consummated (i) in accordance with the terms and conditions described
in the Merger Agreement and the Related Documents without any waiver, amendment
or supplement of any term, provision or condition that is materially adverse to
the interests of the Lenders unless approved in writing by the Administrative
Agent (which approval shall not be unreasonably withheld), and (ii) in material
compliance with all applicable requirements of Law.


(f)            The Merger Agreement
shall be in full force and effect.


(g)           The Administrative
Agent shall have received, at least five Business Days prior to the Closing
Date, all documentation and other information required by regulatory
authorities under applicable “know-your-customer” and anti-money laundering
rules and regulations, including without limitation the Patriot Act.


Without limiting the generality of the provisions of Section
9.02, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


4.02         Conditions to All
Credit Extensions.  The obligation of
each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:


(a)           The representations,
warranties and certifications of or on behalf of the Loan Parties contained in Article
V or any other Loan Document (excluding, in the case of the initial Credit
Extension hereunder on the Closing Date, the representation and warranty
contained in Section 5.05(d)), or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the date of such Credit
Extension (in each case both before and after giving effect thereto), except to



 61















the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects as of
such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in Section 5.05(a) and (b)
only shall be deemed to refer to the most recent statements furnished pursuant
to Sections 6.01(a) and (b), respectively.


(b)           No Default or Event of
Default has occurred and is continuing, or would result from such proposed
Credit Extension or from the application of the proceeds therefrom.


(c)           The Administrative
Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have
received a Request for Credit Extension in accordance with the requirements
hereof.


(d)           Solely with respect to
the third Term Borrowing (or the first or second Term Borrowing, if the entire
amount of the Term Facility is drawn as a part of such Borrowing), the Borrower
shall have provided the Administrative Agent with evidence reasonably
satisfactory to the Administrative Agent of the prior or concurrent redemption,
repurchase, retirement or defeasance of all the Existing Notes (including, but
not limited to, confirmation from the trustee under the Existing Indenture that
all the obligations of the Company and each of its subsidiary guarantors under
the Existing Indenture have been terminated) or evidence that a majority of the
Existing Notes have been purchased pursuant to the Debt Tender Offer.


Each Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Loans to the other Type
or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.


Article V

REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants to the Agents and
the Lenders that:


5.01         Existence,
Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Subsidiaries
(a) is duly organized or formed, validly existing and in good standing under
the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite corporate, partnership or limited liability company power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business, except to
the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect, and (ii) execute, deliver and perform its obligations
under the Loan Documents and the Related Documents to which it is a party, (c)
is duly qualified and is licensed and in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license, except to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect, and (d) is in compliance with the requirements of (i) the Patriot Act
and all other laws and regulations relating to money laundering and terrorist
activities and (ii) all other Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties except, in the case of this clause
(ii), in such instances in which (A) such requirement of Law or order,
writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (B) the failure to comply therewith, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.



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5.02         Authorization; No
Contravention.  The execution,
delivery and performance by each Loan Party of each Loan Document and Related
Document to which such Person is or is to be a party, and the consummation of
the Transaction, are within such Loan Party’s corporate, partnership or limited
liability company or other powers, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person’s Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law (it
being understood that at any time that this representation and warranty is made
or deemed to be made, this clause (c) shall refer only to Laws in effect
at such time).  No Loan Party or any of
its Subsidiaries is in violation of any Law or in breach of any such
Contractual Obligation, the violation or breach of which could be reasonably
likely to have a Material Adverse Effect.


5.03         Governmental
Authorization; Other Consents.  No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with (a) the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement, any other Loan Document
or any Related Document, or for the consummation of the Transaction (other than
filings required to be made with the U.S. Securities and Exchange Commission in
connection with the Debt Tender Offer or the COC Put Offer), (b) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under
the Collateral Documents (including the first priority nature thereof) or
(d) the exercise by any Agent or any Lender of its rights under the Loan
Documents or the remedies in respect of the Collateral pursuant to the
Collateral Documents, except for authorizations, approvals, actions, notices
and filings that have been (or contemporaneously herewith will be) duly
obtained, taken, given or made and are (or, upon obtaining, taking, giving or
making any such authorization, approval, action, notice or filing, will be) in
full force and effect and, in the case of any authorizations, approvals,
actions, notices or filings by, to or with any Governmental Authority
(excluding filings of financing statements under the Uniform Commercial Code,
filings in the U.S. Patent and Trademark Office and filings with respect to any
Mortgage), are listed on Schedule 5.03 hereto.  All applicable waiting periods in connection
with the Transaction have expired without any action having been taken by any
Governmental Authority restraining, preventing or imposing materially adverse
conditions upon the Transaction or the rights of the Loan Parties or their
Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them.  The Acquisition has been consummated in accordance
with the Merger Agreement and applicable Law.


5.04         Binding Effect.  This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. 
This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, subject as to enforceability to the effect of applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws relating to or affecting creditor’s rights generally, and the
effect of general principles of equity, whether applied by a court of law or
equity.


5.05         Financial Statements;
No Material Adverse Effect.


(a)           The Audited Financial
Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein;



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(ii) fairly
present in all material respects the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Company and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness, to the
extent required by GAAP to be shown therein.


(b)           The most recent
quarterly and monthly unaudited consolidated financial statements of the
Company and its Subsidiaries for the fiscal year 2006 delivered to the
Administrative Agent pursuant to Section 4.01(a)(xi), and the most
recent quarterly unaudited consolidated financial statements of the Borrower
and its Subsidiaries delivered pursuant to Section 6.01(b), and the
related consolidated statements of income or operations, shareholders’ equity
(in the case of annual financial statements only) and cash flows for the fiscal
quarter or fiscal year ended on that date, as the case may be, (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, and (ii) fairly
present in all material respects the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby, subject, in the case of clauses (i) and (ii),
to the absence of footnote disclosures and to year-end adjustments.


(c)           As of the Closing Date,
(i) parts (a) and (b) of Schedule 5.05 set forth all
Existing Indebtedness and all Surviving Indebtedness, respectively, of each
Loan Party and its Subsidiaries, and (ii) part (c) of Schedule 5.05
sets forth all material Indebtedness and other material liabilities, direct or
contingent, of the Company and its consolidated Subsidiaries as of the Closing
Date, including liabilities for taxes and material commitments, to the extent
that the same would be included in annual audited financial statements prepared
in accordance with GAAP.


(d)           Since September 30,
2006, there has been no event or circumstance, either individually or in the
aggregate, that has had or would reasonably be expected to have a Material
Adverse Effect.


(e)           The consolidated pro
forma balance sheet of the Borrower and its Subsidiaries and the related
consolidated pro forma statements of income of the Borrower
and its Subsidiaries delivered in accordance with Section 4.01(a)(xii),
certified by the chief executive officer, chief financial officer or a senior
vice president of the Borrower, fairly present in all material respects the
consolidated pro forma financial condition of the Borrower
and its Subsidiaries as at such date and the consolidated pro  forma
results of operations of the Borrower and its Subsidiaries for the period ended
on such date, in each case giving effect to the Transaction, all in accordance
with GAAP.  As of the Closing Date, the
Borrower and its Subsidiaries have no liabilities (absolute or contingent)
except for (i) liabilities reflected on such pro  forma balance
sheet and (ii) liabilities which would not reasonably be expected to have a
Company Material Adverse Effect.


(f)            The consolidated
forecasted balance sheets, statements of income and statements of cash flows of
the Company and its Subsidiaries or the Borrower and its Subsidiaries, as
applicable, delivered to the Lenders pursuant to Section 4.01(a)(xiii)
or 6.01 were prepared in good faith on the basis of the assumptions
stated therein, which assumptions were 
believed by the Company to be reasonable 
in light of the conditions existing at the time of delivery of such
forecasts and at the Closing Date, and represented, at the time of delivery,
the Company’s best estimate of its future financial performance; it being
understood and agreed that (A) any financial or business projections
furnished by the Company or the Borrower, as the case may be, are subject to
significant uncertainties and contingencies, which may be beyond the control of
the Company or the Borrower, as the case may be, (B) no assurance is given
by the Company or the Borrower, as the case may be, that the results or
forecast in any such projections will be



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realized and
(C) the actual results may differ from the forecast results set forth in
such projections and such differences may be material.


5.06         Litigation; Labor
Controversy.  There are no actions,
suits, proceedings, claims, disputes or investigations pending or, to the
knowledge of the Borrower or the Company after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against any Loan Party or any of its Subsidiaries
or against any of their properties or revenues, or any labor controversy, that
(a) purport to affect or pertain to this Agreement, any other Loan Document or
any Related Document or the consummation of the Transaction, or (b) either
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.


5.07         No Default.  Neither any Loan Party nor any of its
Subsidiaries is in default under or with respect to, or a party to, any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


5.08         Ownership of Property;
Liens; Investments.


(a)           Each Loan Party and
each of its Subsidiaries has good record and legal title in fee simple to, or
valid leasehold interests in, all real property necessary to the conduct of its
business, except for such defects in title as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


(b)           The property of the
Borrower and its Subsidiaries is not subject to any Liens, other than Liens set
forth on Schedule 5.08(b), or as otherwise permitted by Section
7.01.


(c)           Set forth
on Schedule 5.08(c) hereto is a complete and accurate list of all real
property owned by any Loan Party or any of its Subsidiaries as of the Closing
Date, showing as of the date hereof the street address, county or other
relevant jurisdiction, state, record owner.


(d)           (i)  Set forth on Schedule 5.08(d)(i)
hereto is a complete and accurate list as of the date of this Agreement of all
leases of real property under which any Loan Party or any of its Subsidiaries
is the lessee, showing as of the date hereof the street address, county or
other relevant jurisdiction, state, lessor, lessee as of the Closing Date,
expiration date and annual rental cost thereof.


(ii)           As of the Closing Date, no Loan Party, nor any Subsidiary of any
Loan Party, leases real property under which such Loan Party is the lessor.


5.09         Environmental
Compliance.


(a)           Each Loan Party is, and
for the past three years has been, in compliance with the requirements of
existing Environmental Laws, except in such instances where the failure to
comply therewith, either individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.


(b)           Except as
otherwise may be set forth on Schedule 5.09 or as would not reasonably be
expected to have a Material Adverse Effect:  (i) none of the properties currently or
formerly owned or operated by any Loan Party or any of its Subsidiaries is
listed or, to the knowledge of such Loan Party, proposed for listing on the NPL
or on the CERCLIS or any analogous foreign, state or local list; (ii)



 65
 









there are no underground or aboveground storage tanks or any
surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous
Materials are being or have been treated, stored or disposed on any property
currently owned or operated by any Loan Party or any of its Subsidiaries or on
any property formerly owned or operated by any Loan Party or any of its
Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any
property currently owned or operated by any Loan Party or any of its
Subsidiaries; and (iv) Hazardous Materials have not been released, discharged
or disposed of on any property currently or formerly owned or operated by any
Loan Party or any of its Subsidiaries (as to formerly owned property, only
during such ownership or operation).


(c)           Except as
otherwise may be set forth on Schedule 5.09 or as would not reasonably be
expected to have a Material Adverse Effect, neither
any Loan Party nor any of its Subsidiaries is undertaking, and has not
completed, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action
relating to any actual or threatened release, discharge or disposal of
Hazardous Materials at any site, location or operation, either voluntarily or
pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law; and all Hazardous Materials generated, used, treated,
handled or stored at, or transported to or from, any property currently or
formerly owned or operated by any Loan Party or any of its Subsidiaries (as to
formerly owned property, only during such ownership or operation) have been
disposed of in a manner not reasonably expected to result in material liability
to any Loan Party or any of its Subsidiaries.


5.10         Insurance.  The properties of each Loan Party and its
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts (including
self-insurance), with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where such Loan Party or the applicable
Subsidiary operates.


5.11         Taxes.  Each Loan Party and its Subsidiaries have
filed all Federal, state and other material tax returns and reports required to
be filed, and have paid all Federal, state and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those
which are being contested in good faith by appropriate proceedings diligently
conducted or for which an extension has been granted and, in each case, for
which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.  Neither any Loan Party nor any
of its Subsidiaries is party to any tax sharing agreement other than any such
agreement among two or more Loan Parties (and no other Persons).


5.12         ERISA Compliance.


(a)           Each Plan sponsored by
any Loan Party is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws.  Each Plan sponsored by any Loan Party that is
intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS or an application for such a letter is currently
being processed by the IRS with respect thereto and, to the knowledge of the
Borrower, nothing has occurred which would be reasonably expected to prevent,
or cause the loss of, such qualification. 
Each Loan Party and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no Pension
Plan has any material “unfunded benefit liabilities” (as defined in Section
4001(a)(18) of ERISA).


(b)           There are no pending
or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan sponsored by any




 66
 









Loan Party
that could be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan
sponsored by any Loan Party that has resulted or could reasonably be expected
to result in a Material Adverse Effect.


(c)           (i) No ERISA Event has
occurred or is reasonably expected to occur; (ii) no Pension Plan has an
“accumulated funding deficiency” (as defined in Section 412 of the Code),
whether or not waived, and no application for a waiver of the minimum funding
standard has been filed with respect to any Pension Plan; (iii) neither any
Loan Party nor, to the knowledge of the Loan Parties, any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iv) neither any Loan Party nor, to the knowledge
of the Loan Parties, any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under Section
4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any
Loan Party nor, to the knowledge of the Loan Parties, any ERISA Affiliate has
engaged in a transaction with respect to a Plan that could reasonably be
expected to result in a liability to a Loan Party, where, in the case of any of
the events set forth in clauses (i) through (v) above, the occurrence of such
events would, individually or in the aggregate, reasonably be expected to
result in a liability in excess of the Threshold Amount.


5.13         Subsidiaries; Equity
Interests; Loan Parties.  The
Borrower has no Subsidiaries other than those specifically disclosed in part
(a) of Schedule 5.13, and all of the outstanding Equity Interests in
such Subsidiaries have been validly issued, are fully paid and non-assessable
(to the extent such terms are applicable) and are owned by a Loan Party in the
amounts specified on part (a) of Schedule 5.13 free and
clear of all Liens except those created under the Collateral Documents.  No Loan Party has any Equity Interests or
other equity investments in any other corporation or entity other than those
specifically disclosed in part (b) of Schedule 5.13 or as
otherwise permitted under Section 7.03. 
All of the outstanding Equity Interests in each Loan Party (other than
Holdings) have been validly issued, are fully paid and non-assessable (to the
extent such terms are applicable) and are owned by such Person or Persons and
in the amounts specified on part (c) of Schedule 5.13 free
and clear of all Liens except those created under the Collateral
Documents.  As of the Closing Date, all
of the outstanding Equity Interests in Holdings have been validly issued and
are fully paid and non-assessable and are owned by such Person or Persons and
in the amounts specified on part (c) of Schedule 5.13, free and
clear of all Liens.  Set forth on part
(d) of Schedule 5.13 is a complete and accurate list of all Loan
Parties, showing (as to each Loan Party) the jurisdiction of its incorporation,
the address of its principal place of business and its U.S. taxpayer
identification number.  As of the Closing
Date, the copy of the charter of each Loan Party and each amendment thereto
provided pursuant to Section 4.01(a)(vi) is a true and correct copy of
each such document, each of which is valid and in full force and effect.


5.14         Margin Regulations;
Investment Company Act.


(a)           The Borrower is not
engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock and no proceeds of any Borrowings or
drawings under any Letter of Credit will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock.


(b)           No Loan Party, nor any
Person Controlling any Loan Party or any Subsidiaries of any Loan Party is or
is required to be registered as an “investment company” under the Investment
Company Act of 1940.  Neither the making
of any Loan, nor the issuance of any Letters of Credit, nor the



 67
 









application of
the proceeds or repayment thereof by the Borrower, nor the consummation of the
other transactions contemplated by the Loan Documents, will violate any
provision of the Investment Company Act of 1940 or any rule, regulation or
order of the SEC thereunder.


5.15         Disclosure.  The Borrower has disclosed to the Agents and
the Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries or any other Loan Party 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
report, financial statement, certificate or other written information furnished
by or on behalf of any Loan Party to any Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case 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; it
being understood and agreed that (a) any financial or business projections
furnished by the Company are subject to significant uncertainties and
contingencies, which may be beyond the control of the Borrower, (b) no
assurance is given by the Borrower that the results or forecast in any such
projections will be realized and (c) the actual results may differ from
the forecast results set forth in such projections and such differences may be
material; and provided  further that no representation is made in
this Section 5.15 with respect to any materials delivered to the
Administrative Agent or the Lenders pursuant to Section 6.02(g), (h)
or (k) or other materials that may be delivered by the Borrower or its
Subsidiaries (other than materials required to be delivered pursuant to the
Loan Documents) that the Borrower or such Subsidiary specifies in writing at
the time of delivery is not intended to be subject to this Section 5.15.  On and as of the date on which the Borrower
or the Sponsor approves the Information Memorandum for use in the syndication
of the Facilities, the Borrower shall be deemed to have made the
representations and warranties set forth in this Section 5.15 with
respect to the Information Memorandum.


5.16         Intellectual Property;
Licenses, Etc.  Except as set forth
on Schedule 5.16, the Borrower and its Subsidiaries own, or possess the
right to use, all of the material trademarks, service marks, trade names,
copyrights, and, to the knowledge of the Borrower, patents and other
intellectual property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses, except where the
failure to own or the right to use such IP Rights would not reasonably be
expected to have a Material Adverse Effect. 
Except as set forth on Schedule 5.16, to the knowledge of the Borrower,
the foregoing IP Rights, are without infringement, dilution or misappropriation
with the rights of any other Person. 
Except as set forth on Schedule 5.16, to the knowledge of the
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material employed by the Borrower or any Subsidiary
infringes, dilutes or misappropriates upon any rights held by any other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the knowledge of the Borrower, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


5.17         Solvency.  Each Loan Party is, individually and together
with its Subsidiaries, Solvent.


5.18         Casualty, Etc.  Neither the business nor the properties of
any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that could be reasonably likely to have a
Material Adverse Effect.



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5.19         Sponsor Control.  The Borrower is Controlled by the Sponsor.


5.20         Validity, Priority and
Perfection of Security Interests in the Collateral.  The Collateral Documents create in favor of
the Collateral Agent for the benefit of the Secured Parties a valid security
interest in the Collateral, securing the payment of the Secured Obligations
under the Loan Documents, and when (i) financing statements and other filings
in appropriate form describing the Collateral with respect to which a security
interest may be perfected by filing or recordation are filed or recorded with
the appropriate Governmental Authority and (ii) upon the taking of possession
or control by the Collateral Agent of the Collateral with respect to which a
security interest may be perfected only by possession or control, the Liens
created by the Security Agreement shall constitute fully perfected Liens on,
and security interests in, all right, title and interest of the grantors in the
Collateral to the extent such security interests can be perfected by such
filing, recordation, possession or control with the priority required by the
Loan Documents  The Loan Parties are the
legal and beneficial owners of the Collateral free and clear of any Lien,
except for the liens and security interests created or permitted under the Loan
Documents.


Article VI

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, 6.03 and 6.11)
cause each Subsidiary to:


6.01         Financial Statements.  Deliver to the Administrative Agent, which
shall distribute to each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:


(a)           within 120 days
after the end of each fiscal year of the Borrower (commencing with the fiscal
year ended December 31, 2006), a consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not
be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit;


(b)           within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower (commencing with the fiscal quarter ended March 31, 2007), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal quarter, and the related consolidated statements of income or
operations and cash flows for such fiscal quarter and for the portion of the
Borrower’s fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by the chief executive officer, chief financial
officer or a senior vice president of the Borrower as fairly presenting in all
material respects the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP, subject only to year-end adjustments and the absence of footnote
disclosures; provided that the Borrower shall use commercially
reasonable efforts to deliver a statement of cash flows for the fiscal



 69
 









quarter ended
December 31, 2006 but shall in any event deliver statements of cash flows for
each fiscal quarter commencing with the fiscal quarter ended March 31, 2007;
and


(c)           no later than 30 days
after the end of each fiscal year (commencing with the fiscal year ended
December 31, 2007), forecasts prepared by management of the Borrower, in form
reasonably satisfactory to the Administrative Agent, of consolidated balance
sheets, income statements and cash flow statements of the Borrower and its
Subsidiaries on a quarterly basis for the fiscal year following such fiscal
year; it being understood and agreed that (A) any financial or business
projections furnished by the Borrower are subject to significant uncertainties
and contingencies, which may be beyond the control of the Borrower, (B) no
assurance is given by the Borrower that the results or forecast in any such
projections will be realized and (C) the actual results may differ from
the forecast results set forth in such projections and such differences may be
material.


6.02         Certificates; Other
Information.  Deliver to the
Administrative Agent (for delivery to the Lenders), in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:


(a)           concurrently with the
delivery of the financial statements referred to in Section 6.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under Section 7.11 of
this Agreement or, if any such Default shall exist, stating the nature and
status of such event;


(b)           concurrently with the
delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate signed by the chief
executive officer, chief financial officer or a senior vice president of the
Borrower, and in the event of any change in generally accepted accounting
principles used in the preparation of such financial statements, the Borrower
shall also provide, if necessary for the determination of compliance with Section
7.11, a statement of reconciliation conforming such financial statements to
GAAP;


(c)           promptly after any
written request by the Administrative Agent or any Lender, copies of any
detailed final audit reports, management letters or recommendations submitted
to the board of directors (or the audit committee of the board of directors) of
any Loan Party by independent accountants in connection with the accounts or
books of any Loan Party or any of its Subsidiaries, or any audit of any of
them;


(d)           promptly after the same
are available, copies of each annual report, proxy or financial statement or
other publicly filed report or communication sent to the stockholders (other
than the Sponsor) of any Loan Party, and copies of all annual, regular,
periodic and special reports and registration statements which any Loan Party
may file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, or with any Governmental Authority that may be
substituted therefor, or with any national securities exchange, and in any case
not otherwise required to be delivered to the Administrative Agent pursuant
hereto;


(e)           promptly after the
furnishing thereof, copies of any statement or report furnished to any holder
of debt securities of any Loan Party or of any of its Subsidiaries pursuant to
the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to any other clause
of this Section 6.02;



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(f)            within 30 days after
the end of each fiscal year (commencing with the fiscal year ended December 31,
2007), a report summarizing the insurance coverage (specifying type, amount and
carrier) in effect for each Loan Party and its Subsidiaries and containing such
additional information as the Administrative Agent, or any Lender through the
Administrative Agent, may reasonably specify;


(g)           promptly and in any
event within five Business Days after receipt thereof by any Loan Party or any
of its Subsidiaries, copies of each written notice or other written
correspondence received from the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) concerning any investigation or possible investigation
or other inquiry by such agency regarding financial or other operational
results of any Loan Party or any of its Subsidiaries;


(h)           promptly upon receipt
thereof, copies of all written notices, requests and other documents received
by any Loan Party or any of its Subsidiaries under or pursuant to (i) any
instrument, indenture, or loan or credit or similar agreement, in respect of
Indebtedness having an aggregate principal amount in excess of the Threshold
Amount, including without limitation any Second Lien Loan Document, the
Existing Indenture or the Existing Notes, or (ii) any Related Document
regarding or related to any breach or default by any party thereto, and copies
of any amendment, modification or waiver of any provision of any Related
Document and, from time to time upon reasonable request by the Administrative
Agent, such other information and reports regarding any of the Related
Documents or any Indebtedness in excess of the Threshold Amount as the
Administrative Agent may reasonably request;


(i)            promptly after the
assertion or occurrence thereof, notice of any assertion of Environmental
Liability against or of any noncompliance by any Loan Party or any of its Subsidiaries
with any Environmental Law or Environmental Permit that would
(i) reasonably be expected to have a Material Adverse Effect or
(ii) cause any property described in the Mortgages to be subject to any
material restrictions on ownership, occupancy, use or transferability under any
Environmental Law;


(j)            not less frequently
than annually, a report supplementing Schedules 5.08(c) and 5.08(d)(i)
and (ii), and 5.13 hereto, including an identification of all
owned and leased real property disposed of by any Loan Party or any of its
Subsidiaries during such fiscal year, a list and description (including the
street address, county or other relevant jurisdiction and state and, in the
case of leases of property, lessor, lessee, expiration date and annual rental
cost thereof and, in the case of owned real property, the purchase price
thereof) of all real property acquired or leased during such fiscal year (in
the case of leases, exceeding $250,000 in annual rent) and a description of
such other changes in the information included in such Schedules as may be
necessary for such Schedules to be accurate and complete;


(k)           promptly after the
receipt thereof, copies of all Revenue Agent Reports (Internal Revenue Service
Form 886), or other written proposals of the Internal Revenue Service, that
propose, determine or otherwise set forth positive adjustments to the Federal
income tax liability of the affiliated group (within the meaning of Section
1504(a)(1) of the Code) of which the Borrower is a member aggregating $1,000,000
or more;


(l)            from time to time,
upon the reasonable request of the Administrative Agent, but in no event more
often than once in any fiscal year (unless an Event of Default shall have
occurred and be continuing, in which case as often as reasonably requested by
the Administrative



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Agent),
participation by senior management of the Borrower in conference calls with
Lenders to discuss the Borrower’s financial results; and


(m)          promptly, such
additional information regarding the business, financial, legal or corporate
affairs (including any information required under the Patriot Act) of any Loan
Party or any of its Subsidiaries, or compliance with the terms of the Loan
Documents, as the Administrative Agent or any Lender may from time to time
reasonably request.


Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section
6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and, if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 10.02;
(ii) on which Borrower delivers such documents by electronic mail to the
Administrative Agent or (iii) on which such documents are posted on the
Borrower’s behalf on an Internet or intranet website, if any, to which each
Lender and each Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that:  (i) the Borrower shall deliver paper copies
of such documents to the Administrative Agent or any Lender that requests the
Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify the Administrative Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. 
Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative
Agent.  Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.


6.03         Notices.  Promptly notify the Administrative Agent (on
behalf of the Lenders):


(a)           of the occurrence of
any Default;


(b)           of any matter
(including any litigation, investigation or proceeding) that has resulted or
would reasonably be expected to result in a Material Adverse Effect;


(c)           of the occurrence of
any ERISA Event;


(d)           of any material change
in accounting policies or financial reporting practices by any Loan Party or
any of its Subsidiaries; and


(e)           of the (i) occurrence
of any Disposition of property or assets for which the Borrower is required to
make a mandatory repayment pursuant to Section 2.05(b)(ii) or would be
required to make a mandatory repayment pursuant to Section 2.05(b)(ii)
but for the application of the first proviso therein, (ii) occurrence of any
sale of capital stock or other Equity Interests for which the Borrower is
required to make a mandatory repayment pursuant to Section 2.05(b)(ii)
or (iii), (iii) incurrence or issuance of any Indebtedness for which the
Borrower is required to make a mandatory repayment pursuant to Section
2.05(b)(iv) and (iv) receipt of any Extraordinary Receipt for which the
Borrower is required to make a mandatory repayment pursuant to Section
2.05(b)(v).



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Each notice pursuant to
this Section 6.03 shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to
therein and stating what action the Borrower has taken and proposes to take
with respect thereto.  Each notice
pursuant to Section 6.03(a) shall describe with particularity any and
all provisions of this Agreement and any other Loan Document that have been
breached.


6.04         Payment of Obligations.  Pay and discharge as the same shall become
due and payable or within 45 days thereafter, all its tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets and all lawful claims which, if unpaid, would by law become a Lien upon
its property; provided, however, that neither the Borrower nor
any of its Subsidiaries shall be required to pay or discharge any such
obligation that is being contested in good faith and (where appropriate) by
proper proceedings and as to which appropriate reserves are being maintained.


6.05         Preservation of
Existence, Etc. 
(a)  Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05;
provided, however,
that the Borrower may consummate the Acquisition; (b) take all commercially
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary in the normal conduct of its business, except to the
extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its owned and issued
registered patents, trademarks, trade names and service marks, the
non-preservation or renewal of which would reasonably be expected to have a
Material Adverse Effect.


6.06         Maintenance of
Properties.  Maintain, preserve,
protect and repair all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary
wear and tear excepted.


6.07         Maintenance of
Insurance.  Maintain with financially
sound and reputable insurance companies not Affiliates of the Borrower,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts (including self-insurance) as are
customarily carried under similar circumstances by such other Persons and
providing for not less than 30 days’ prior notice to the Administrative Agent
of any material modification, termination, lapse or cancellation of such
insurance.  Each such policy of insurance
shall name the Administrative Agent as the loss payee (or, in the case of
liability insurance, an additional insured) thereunder for the ratable benefit
of the Secured Parties, and shall (except in the case of liability insurance)
name the Administrative Agent as the “mortgagee” under a so-called “New York”
long form non-contributory endorsement. 
In addition to the foregoing, if in each case any portion of a Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency as an area having special flood hazards and in which flood insurance has
been made available under the National Flood Insurance Act of 1968 (or any
amendment or successor act thereto), then Borrower shall maintain, or cause to
be maintained, with responsible and reputable insurance companies or
associations, such flood insurance if then available in an amount sufficient to
comply with all applicable rules and regulations promulgated pursuant to such
Act.



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6.08         Compliance with Laws.  Comply in all material respects with the
requirements of all Laws applicable to it or its business or property and all
orders, writs, injunctions and decrees binding on it or its business or
property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.


6.09         Books and Records.  (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP in all
material respects consistently applied shall be made of the financial
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any
Governmental Authority having regulatory jurisdiction over the Borrower or such
Subsidiary, as the case may be.


6.10         Inspection Rights.  Permit representatives and independent
contractors of each Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants (at
which an authorized representative of the Borrower shall be entitled to be
present), all at the reasonable expense of the Borrower and at such reasonable
times during normal business hours and so long as no Event of Default has
occurred and is continuing, no more frequently than once per fiscal quarter,
upon reasonable advance notice to the Borrower; provided, however,
that (a) unless an Event of Default has occurred and is continuing, the
Borrower shall not be responsible for the expense of any such inspections other
than two inspections per year by the Administrative Agent, and (b) when an
Event of Default exists any Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.


6.11         Use of Proceeds.


(a)           The proceeds of the
Initial First Lien Term Advance shall be used to repay in full the principal of
the indebtedness under the Existing Facility and for working capital and
general corporate purposes.


(b)           The proceeds of the
Term Facility (other than the Initial First Lien Term Advance) shall be used to
redeem, repurchase or retire the Existing Notes pursuant to the Debt Tender
Offer or to defease the Existing Notes in accordance with the terms thereof or
to purchase Existing Notes pursuant to the COC Put Offer, and thereafter, on or
promptly after the Existing Notes Repayment Date, to (i) refinance, in part,
the Acquisition Loan (or any Indebtedness incurred to refinance
the Acquisition Loan), (ii) repay Revolving Credit Loans to the extent
(and only to the extent) such Loans are incurred by the Borrower for purchases
of the Existing Notes as permitted by Section 7.03(r)(ii), and (iii) pay
fees, costs and expenses incurred with the Transaction and for working capital
and general corporate purposes.


(c)           The proceeds of
Revolving Credit Loans (including Swing Line Loans) shall be used by the
Borrower for ongoing working capital and general corporate purposes (including
Permitted Acquisitions) and purchases of Existing Notes as permitted by Section
7.03(r)(ii) not in contravention of any Law or of any Loan Document.


(d)           Letters of Credit shall
be used solely to support payment obligations incurred in the ordinary course
of business by the Borrower and its Subsidiaries.



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6.12         Covenant to Guarantee
Obligations and Give Security.  Upon
(a) the request of the Administrative Agent following the occurrence and during
the continuance of a Default, (b) the formation or acquisition of any new
direct or indirect Subsidiary by any Loan Party or any of its Subsidiaries or
(c) the acquisition of any property by any Loan Party or any of its
Subsidiaries that is not already subject to a perfected first priority security
interest (subject to Permitted Liens) in favor of the Collateral Agent for the
benefit of the Secured Parties, the Borrower shall, in each case at the
Borrower’s expense:


(i)            in connection with the
formation or acquisition of a Subsidiary (A) that is neither a CFC nor a
Subsidiary that is held directly or indirectly by a CFC (a “Domestic Subsidiary”), or (B) that
is a CFC or held directly or indirectly by a CFC, to the extent no adverse tax
consequences to the Borrower would result therefrom, within 10 Business
Days after such formation or acquisition, cause each such Subsidiary, and cause
each direct and indirect parent of such Subsidiary (if it has not already done
so), to duly execute and deliver to the Administrative Agent a guaranty or
guaranty supplement, in form and substance reasonably satisfactory to the
Administrative Agent, guaranteeing the other Loan Parties’ obligations under
the Loan Documents and a joinder agreement, in form and substance reasonably
satisfactory to the Collateral Agent, pursuant to which such Subsidiary shall
become a party to the Intercreditor Agreement;


(ii)           within 10 Business Days
after such request, formation or acquisition, furnish to the Administrative
Agent a description of the material real and personal properties of the Loan
Parties and their respective Subsidiaries in detail reasonably satisfactory to
the Administrative Agent;


(iii)          within 15 Business Days
after such request, formation or acquisition, duly execute and deliver, and
cause each such Subsidiary and each direct and indirect parent of such
Subsidiary (if it has not already done so) to duly execute and deliver, to the
Administrative Agent mortgages, pledges, assignments, Security Agreement
Supplements, IP Security Agreement Supplements and other instruments of the
type specified in Section 4.01(a)(iii), in form and substance consistent
with the Collateral Documents delivered on the Closing Date and reasonably
satisfactory to the Collateral Agent (including delivery of all Pledged
Interests in and of such Subsidiary), securing payment of all the Obligations
of the applicable Loan Party, such Subsidiary or such parent, as the case may
be, under the Loan Documents and constituting Liens on the Equity Interests of
such Subsidiary and in its assets; provided that (A) the voting Equity
Interests of any Subsidiary of a Loan Party held directly or indirectly by a
CFC shall not be pledged, and (B) if such new property is voting Equity
Interests in a CFC or assets of a CFC and to the extent the pledge of greater
than 65% of such voting Equity Interests or a pledge, Lien or security interest
in such assets would result in adverse tax consequences to the Borrower, only
65% of such voting Equity Interests shall be pledged in favor of the Secured
Parties and no pledge, Lien or security interest shall be granted in such
assets in favor of the Secured Parties;


(iv)          within 30 days after
such request, formation or acquisition, take, and cause such Subsidiary or such
parent to take (other than any Subsidiary of a Loan Party that is a CFC or
whose direct or indirect parent is a CFC), whatever action (including, without
limitation, the recording of mortgages, the filing of Uniform Commercial Code
financing statements, the giving of notices and the endorsement of notices on
title documents) may be necessary or advisable in the reasonable opinion of the
Administrative Agent to vest in the Collateral Agent (or in any representative
of the Collateral Agent designated by it) valid and subsisting Liens on the
properties purported to be subject to the mortgages, pledges, assignments,
Security Agreement Supplements, IP Security Agreement Supplements and security
agreements delivered pursuant to


 



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this Section 6.12,
enforceable against third parties in accordance with their terms, including, if
such property consists of owned real property with a value in excess of
$1,000,000, the following:


(A)          Mortgages, in form and
substance reasonably satisfactory to the Administrative Agent and its counsel,
together with assignments of leases and rents, duly executed by the appropriate
Loan Party,


(B)           evidence that
counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may reasonably deem necessary
or desirable in order to create a valid first and subsisting Lien on the
property (subject to Liens permitted under the Loan Documents) described
therein in favor of the Administrative Agent for the benefit of the Secured
Parties and that all filing and recording taxes and fees have been paid,


(C)           fully paid Mortgage
Policies in respect to the owned real property subject to the Mortgages in form
and substance, with endorsements (to the extent available at customary rates)
and in amounts acceptable to the Administrative Agent, issued by title insurers
reasonably acceptable to the Administrative Agent, insuring the Mortgages to be
valid first and subsisting Liens on the property described therein, free and
clear of all defects (including, but not limited to, mechanics’ and
materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and
providing for such other affirmative insurance (including endorsements for
future advances under the Loan Documents and for mechanics’ and materialmen’s
Liens) as the Administrative Agent may deem necessary or desirable,


(D)          American Land Title
Association/American Congress on Surveying and Mapping form surveys, for which
all necessary fees (where applicable) have been paid, and dated no more than 60
days before the day of delivery of the applicable Mortgage, certified to the
Administrative Agent and the issuer of the Mortgage Policies in a manner
reasonably satisfactory to the Administrative Agent by a land surveyor duly
registered and licensed in the States in which the property described in such
surveys is located and reasonably acceptable to the Administrative Agent,
showing all buildings and other improvements, the location of any easements
noted in the Mortgage policies, parking spaces, rights of way, building
set-back lines and other dimensional regulations (each to the extent plottable)
and the absence of encroachments, either by such improvements to or on such
property, and other defects, which cannot otherwise be insured over in the
Mortgage Policies, other than encroachments and other defects reasonably
acceptable to the Administrative Agent, and


(E)           each of the items
required by Sections 6.21(d), (e) and (f) and, upon the
reasonable request of the Administrative Agent, environmental and other reports
as to the properties described in and the documentation for the Mortgages, in
form and substance and from professional firms acceptable to the Administrative
Agent;


(v)           within 60 days after
such request, formation or acquisition, deliver to the Administrative Agent,
upon the reasonable request of the Administrative Agent in its sole discretion,
a signed copy of a favorable opinion, addressed to the Administrative Agent,
the Collateral Agent and the other Secured Parties, of counsel for the Loan
Parties acceptable to the Administrative Agent as to the matters contained in clauses (i),
(iii) and (iv) above, as to such guaranties, guaranty supplements,
mortgages, pledges, assignments, Security Agreement



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Supplements,
IP Security Agreement Supplements and security agreements being legal, valid
and binding obligations of each Loan Party party thereto enforceable in
accordance with their terms, as to the matters contained in clause (iv)
above, as to such recordings, filings, notices, endorsements and other actions
being sufficient to create valid perfected Liens on such properties, and as to
such other matters as the Administrative Agent may reasonably request;


(vi)          as promptly as
practicable after such request, formation or acquisition, deliver, upon the
reasonable request of the Administrative Agent, to the Administrative Agent
with respect to each parcel of real property owned or leased by the entity that
is the subject of such request (not to include any Subsidiary of a Loan Party
that is a CFC or a Subsidiary of a Loan Party that is held directly or
indirectly by a CFC to the extent adverse tax consequences to the Borrower
would result therefrom), formation or acquisition title reports, surveys and
environmental assessment reports, and such other reports as the Administrative
Agent may reasonably request, each in scope, form and substance reasonably
satisfactory to the Collateral Agent;


(vii)         upon the occurrence and
during the continuance of an Event of Default, with respect to any and all cash
dividends paid or payable to it or any of its Subsidiaries from any of its
Subsidiaries from time to time upon the Administrative Agent’s request,
promptly execute and deliver, or cause such Subsidiary to promptly execute and
deliver, as the case may be, any and all further instruments and take or cause
such Subsidiary to take, as the case may be, all such other action as the
Administrative Agent may reasonably deem necessary or desirable in order to
obtain and maintain from and after the time such dividend is paid or payable a
perfected, first priority lien on and security interest in such dividends; and


(viii)        at any time and from time
to time, promptly execute and deliver any and all further instruments and
documents and take all such other action as the Administrative Agent may
reasonably deem necessary or desirable in perfecting and preserving the Liens
of such mortgages, pledges, assignments, Security Agreement Supplements, IP
Security Agreement Supplements and security agreements.


6.13         Compliance with
Environmental Laws.  Comply,
and cause all lessees and other Persons operating or occupying its properties
to comply, in all material respects, with all applicable Environmental Laws and
Environmental Permits; obtain and renew all Environmental Permits necessary for
its operations and properties; and conduct any investigation, study, sampling
and testing, and undertake any cleanup, removal, remedial or other action
necessary to materially comply with all Environmental Laws, except for such
noncompliance as would not, indvidually or in the aggregate, be reasonably
expected to have a Material Adverse Effect; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances.


6.14         Preparation of
Environmental Reports.  If at any
time the Required Lenders reasonably believe that the Borrower has materially
breached any provision of this Agreement relating to environmental matters, at
the written request of the Required Lenders, which shall specify in reasonable
detail the basis for such request, provide to the Lenders promptly after such
request, at the expense of the Borrower, an environmental site assessment
report or other appropriate report for any properties described in such request
(it being understood that such request shall relate to such properties that are
relevant to such material breach or material loss), prepared by an
environmental consulting firm reasonably acceptable to the Administrative
Agent, indicating the presence or absence of such breach and the estimated cost
of any compliance, removal or remedial action in connection with curing such
breach;



 77
 









without limiting the generality of
the foregoing, if the Administrative Agent reasonably determines at any time
that a material risk exists that any such report will not be provided within
the time referred to above, the Administrative Agent may, 30 days after written
notice to the Borrower of such determination, retain an environmental consulting
firm to prepare such report at the reasonable expense of the Borrower, and the
Borrower hereby agrees to provide and cause any Subsidiary that owns any
property described in such request to reasonable access to the Administrative
Agent, the Lenders, such firm and any agents or representatives thereof,
subject to the rights of tenants, to enter onto their respective properties to
undertake such an assessment.


6.15         Further Assurances.  Promptly upon the reasonable request by any
Agent, or any Lender through the Administrative Agent, (a) correct any material
defect or error in the execution, acknowledgment, filing or recordation of any
Loan Document, and (b) execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further deeds, certificates,
assurances and other instruments (including terminating any unauthorized
financing statements and filing revised or additional documents to ensure the
effectiveness of the Merger) as any Agent, or any Lender through the
Administrative Agent, may reasonably require from time to time in order to (i)
carry out more effectively the purposes of the Loan Documents, (ii) to the
fullest extent permitted by applicable law, subject any Loan Party’s or any of
its Subsidiaries’ properties, assets, rights or interests now or hereafter
intended to be covered by any of the Collateral Documents to the Liens of the
Collateral Documents, (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens intended
to be created thereunder and (iv) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the Secured Parties the
rights and Liens granted or now or hereafter intended or purported to be granted
to the Secured Parties under any Loan Document or under any other instrument
executed in connection with any Loan Document to which any Loan Party or any of
its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
do so.


6.16         Compliance with Terms
of Leaseholds.  Make all payments and
otherwise perform all obligations in respect of all leases of real property to
which the Borrower or any of its Subsidiaries is a party, keep such leases in
full force and effect and not allow such leases to be terminated or any rights
to renew such leases to be forfeited or cancelled, notify the Administrative
Agent of any default by any party with respect to such leases and cooperate
with the Administrative Agent in all respects to cure any such default, and
cause each of its Subsidiaries to do so, except, in any case, where the failure
to do so, either individually or in the aggregate, could not be reasonably
likely to have a Material Adverse Effect.


6.17         Cash Collateral
Accounts.  Maintain (a) at all times
from and after the date which is 60 days after the date of this Agreement (as
such date may be extended from time to time in the sole reasonable judgment of
the Administrative Agent), the Cash Collateral Account with Credit Suisse or
another commercial bank located in the United States that has executed an
account control agreement with the Borrower and the Collateral Agent for the
benefit of the Secured Parties pursuant to the Security Agreement and (b) at
all times from and after the date which is 120 days after the date of this
Agreement (as such date may be extended from time to time in the sole
reasonable judgment of the Administrative Agent), all deposit accounts and
securities accounts of any Loan Party (other than accounts specifically designated
to the Administrative Agent in writing as (i) trust accounts (to the extent of
amounts held therein in trust in the ordinary course of business on behalf of
third parties who are not Loan Parties or Subsidiaries of Loan Parties) or
(ii) payroll accounts) only with banks that have executed account control
agreements with the Borrower and the Collateral Agent for the benefit of the
Secured Parties, in form and substance reasonably satisfactory to the
Administrative Agent (which, in the case of this subsection (b),
shall provide for the exercise of control by the Collateral Agent only upon
(x) the occurrence and during the continuance of an Event of Default under
Section 8.01(a), (y) an exercise of remedies under Section 8.02(b)
or (z) amounts becoming due and payable pursuant to the proviso to Section
8.02).



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6.18         Corporate Ratings and
Debt Ratings.  Use commercially
reasonable efforts to obtain within 30 days after the Closing Date and
thereafter use its commercially reasonable efforts to maintain Corporate
Ratings and Debt Ratings from each of S&P and Moody’s in effect at all
times.


6.19         Interest Rate Hedging.  Prior to the 120th day after the Closing Date, enter into, and
maintain at all times thereafter, Secured Hedge Agreements satisfactory to the Administrative
Agent, covering a notional amount of not less than 50% of the Term Commitments
and providing for such Persons to make payments thereunder for a period of no
less than three years.


6.20         COC
Put Offer and Debt Tender Offer. 
Make the COC Put Offer as and when required by the terms of the Existing
Indenture; provided  however, that the Debt Tender Offer may be
consummated upon the tender into the Debt Tender Offer of a majority of the
outstanding Existing Notes; and other than changing the price set forth in the
Debt Tender Offer and extensions of the date of the Debt Tender Offer, not
supplement, modify or amend the terms of the Debt Tender Offer (provided
the Debt Tender Offer originally made on December 11, 2006 may be terminated as
the Borrower shall determine) or make any other Debt Tender Offer (other than
Debt Tender Offers on substantially similar terms (other than price)) without
the prior consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed); provided  further, however,
that to the extent the original Debt Tender Offer made on December 11, 2006 is
terminated, the Borrower shall launch another Debt Tender Offer prior to March
31, 2007.


6.21         Post-Closing Mortgages.  Within 60 days after the Closing Date (or
such later date as the Administrative Agent may specify in its sole
discretion), execute and deliver or cause to be executed and delivered to the
Administrative Agent deeds of trust, trust deeds, and mortgages in
substantially the form of Exhibit M hereto (with such changes as may be
satisfactory to the Administrative Agent and its counsel to account for local
law matters) and covering the properties (the “Mortgaged Properties”) listed on
Schedule 5.08(c) hereto (together with the Assignments of Leases and Rents
referred to therein and each other mortgage delivered pursuant to Section
5.01(j), in each case as amended, the “Mortgages”), duly executed by the appropriate
Loan Party, together with:


(a)           evidence that
counterparts of the Mortgages have been duly recorded in all filing or
recording offices that the Administrative Agent may deem necessary or desirable
in order to create a valid first and subsisting Lien on the property described
therein in favor of the Collateral Agent for the benefit of the Secured Parties
and that all filing and recording taxes and fees have been paid,


(b)           fully paid American Land
Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”)
in form and substance, with endorsements and in amount reasonably acceptable to
the Administrative Agent, issued by title insurers acceptable to the
Administrative Agent, insuring the Mortgages to be valid first and subsisting
Liens on the property described therein, free and clear of all defects (including,
but not limited to, mechanics’ and materialmen’s Liens) and encumbrances,
excepting only Permitted Liens and Permitted Encumbrances, and providing for
such other affirmative insurance (including endorsements for future advances
under the Loan Documents and for mechanics’ and materialmen’s Liens) as the
Administrative Agent may deem necessary or desirable,


(c)           American
Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where
applicable) have been paid, and dated no earlier than 30 days before the
Closing Date, certified to the Administrative Agent and the issuer of the
Mortgage Policies in a manner satisfactory to the Administrative Agent by a
land surveyor duly registered and licensed in the States in which the property
described in such surveys is located



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and
acceptable to the Administrative Agent, showing all buildings and other
improvements, any off-site improvements, the location of any easements, parking
spaces, rights of way, building set back lines and other dimensional
regulations and the absence of encroachments, either by such improvements or on
to such property, and other defects, other than encroachments and other defects
acceptable to the Administrative Agent,


(d)           evidence of the insurance required by the terms of this
Agreement with respect to the properties covered by the Mortgages,


(e)           favorable opinions of
local counsel to the Loan Parties in states in which the Mortgaged Properties
are located, in substantially the form of Exhibit I-2 hereto and otherwise in
form and substance satisfactory to the Administrative Agent (including that the
relevant mortgagor is validly existing and in good standing, corporate power,
due authorization, execution and delivery, no conflicts and no consents), and


(f)            such other consents,
agreements and confirmations of lessors and third parties as the Administrative
Agent may deem necessary or desirable, and evidence that all other actions
reasonably requested by the Administrative Agent that are necessary in order to
create valid first and subsisting Liens on the property described in the
Mortgages has been taken, in each case to the extent available after exercise
by the Borrower of commercially reasonable efforts to obtain the same.


Article
VII

NEGATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:


7.01         Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, or sign or file or suffer to exist under the Uniform
Commercial Code of any jurisdiction any financing statement authorized by the
Borrower or any of its Subsidiaries that names the Borrower or any of its
Subsidiaries as debtor, or sign or suffer to exist any security agreement or
other document or instrument authorizing any secured party thereunder to file
such financing statement, or assign any accounts or other right to receive
income, other than the following:


(a)           Liens pursuant to any
Loan Document;


(b)           Liens existing on the
date hereof and listed on Part I of Schedule 5.08(b) and any
renewals, refinancing or extensions thereof; provided that (i) the
property covered thereby is not changed, (ii) the amount is not increased
(excluding the amount of any premium paid in respect of such extension, renewal
or refinancing and the amount of reasonable expenses incurred by the Loan
Parties in connection therewith), (iii) none of the Loan Parties or their
Subsidiaries shall become a new direct or contingent obligor and (iv) any
renewal or extension of the obligations secured or benefited thereby is
permitted by Section 7.02;


(c)           Liens for taxes not yet
due or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;



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(d)           landlords’, carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business with respect to sums which are not
overdue for a period of more than 60 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;


(e)           pledges or deposits in
the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any
Lien imposed by ERISA;


(f)            deposits to secure the
performance of bids, trade contracts and leases (other than Indebtedness),
statutory obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business;


(g)           easements,
rights-of-way, covenants, reservations, restrictions, building codes, minor
defects or irregularities in title and other similar encumbrances affecting
real property which either exist as of the Closing Date or, in the aggregate,
are not substantial in amount, and which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;


(h)           Liens securing
judgments for the payment of money not constituting an Event of Default under Section
8.01(h) or securing appeal or other surety bonds related to such judgments;


(i)            Liens securing
Indebtedness permitted under Section 7.02(c)(v); provided that
(i) such Liens do not at any time encumber any property other than the property
financed by such Indebtedness, (ii) the Indebtedness secured thereby does not
exceed the cost or fair market value, whichever is lower, of the property being
acquired on the date of acquisition and (iii) with respect to Capitalized
Leases, such Liens do not at any time extend to or cover any Collateral or
assets other than the assets subject to such Capitalized Leases;


(j)            Liens on property or
assets of a Person (other than any Equity Interests in any Person) existing at
the time such Person is merged into or consolidated with the Borrower or any
Subsidiary or becomes a Subsidiary of the Borrower or any Subsidiary Guarantor;
provided that any such Lien was not created in contemplation of such
merger, consolidation or investment and does not extend to any assets other
than those of the Person merged into or consolidated with the Borrower or such
Subsidiary or acquired by the Borrower or such Subsidiary; and provided  further
that any Indebtedness or other Obligations secured by such Liens shall
otherwise be permitted under Section 7.02;


(k)           (i) banker’s liens,
rights of setoff and other similar Liens existing solely with respect to cash
and Cash Equivalents on deposit in one or more accounts (including securities
accounts) maintained by the Borrower or its Subsidiaries and (ii) Liens deemed
to exist in connection with investments in repurchase agreements meeting the
requirements of Cash Equivalents;


(l)            any interest or title
of a licensor, sublicensor, lessor or sublessor with respect to any assets
under any license or lease agreement entered into in the ordinary course of
business; provided that the same (i) do not in any material respect
interfere with the business of the Borrower or its Subsidiaries or materially
detract from the value of the relative assets of the



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Borrower or its
Subsidiaries and (ii) are subject and subordinate to any Lien on such assets
pursuant to the Collateral Documents;


(m)          licenses, sublicenses,
leases or subleases with respect to any assets granted to third Persons in the
ordinary course of business; provided that the same (i) do not in any
material respect interfere with the business of the Borrower or its
Subsidiaries or materially detract from the value of the relative assets of the
Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien
on such assets pursuant to the Collateral Documents;


(n)           Liens which arise under
Article 4 of the Uniform Commercial Code in any applicable jurisdictions on
items in collection and documents and proceeds related thereto;


(o)           precautionary filings of
financing statements under the Uniform Commercial Code of any applicable
jurisdictions in respect of operating leases or consignments entered into by
the Borrower or its Subsidiaries in the ordinary course of business;


(p)           Liens on any property
or assets (other than any Equity Interests in any Person) existing at the time
such property or assets is or are purchased or otherwise acquired by the
Borrower or any of its Subsidiaries; provided that any such Lien was not
created in contemplation of such purchase or acquisition and does not extend to
any assets other than the assets so acquired by the Borrower or such
Subsidiary; and provided  further that any Indebtedness or other
Obligations secured by such Liens shall otherwise be permitted under Section
7.02;


(q)           subject to the
execution of the Intercreditor Agreement, Liens created under the Second Lien
Loan Documents securing obligations under the Second Lien Loan Documents, in
all cases subject to the provisions of the Intercreditor Agreement;


(r)            Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods;


(s)           Liens incurred in
connection with the purchase or shipping of goods or assets on the related
goods or assets and proceeds thereof in favor of the seller or shipper of such
goods or assets or pursuant to customary reservations or retentions of title
arising in the ordinary course of business and in any case not securing
Indebtedness;


(t)            Liens attaching to cash
earnest money deposits in connection with any letter of intent or purchase
agreement in respect of a Permitted Acquisition that do not exceed in the
aggregate at any time outstanding 5% of the total consideration for all
Permitted Acquisitions then subject to letters of intent or purchase
agreements;


(u)           Liens on unearned
insurance premiums in connection with Indebtedness permitted under Section
7.02(c)(xi);


(v)           other Liens securing
Indebtedness outstanding in an aggregate principal amount not to exceed $2,000,000;
provided that no such Lien may be granted when any Default shall have
occurred and be continuing;


(w)          to the extent required
pursuant to the Existing Indenture, Liens on the Collateral securing the
Existing Notes on a equal and ratable basis with the Liens on the Collateral
securing the obligations of the Loan Parties under the Loan Documents;



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(x)            (i) other agreements
with respect to the use and occupancy of real property entered into in the
ordinary course of business and which do not materially affect the value
thereof or the purpose for which such real property is used or in connection
with a Disposition permitted under the Loan Documents or (ii) the rights
reserved or vested in any Person by the terms of any lease, license, franchise,
grant or permit held by Borrower or any of its Subsidiaries or by a statutory
provision, to terminate any such lease, license, franchise, grant or permit, or
to require annual or periodic payments as a condition to the continuance
thereof; and


(y)           Liens consisting of
contractual obligations of any Loan Party to sell or otherwise dispose of
assets (provided that such sale or disposition is permitted hereunder).


7.02         Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


(a)           in the case of the
Borrower:


(i)            Indebtedness
owed to a Subsidiary Guarantor, which Indebtedness shall (A) constitute Pledged
Debt, (B) be on terms acceptable to the Administrative Agent and (C) if greater
than $1,500,000 be evidenced by promissory notes in form and substance
satisfactory to the Administrative Agent and such promissory notes shall be
pledged as security for the Obligations of the holder thereof under the Loan
Documents to which such holder is a party and delivered to the Collateral Agent
pursuant to the terms of the Security Agreement;


(ii)           Indebtedness
under the Existing Notes, provided that if such Indebtedness exists
after March 31, 2008, the Covenant Amendment shall be effective; and


(iii)          Indebtedness
under the Second Lien Credit Agreement in an aggregate principal amount not to
exceed $64,000,000;


(b)           in the case of any
Subsidiary, (i) Indebtedness owed to the Borrower or to a Subsidiary
Guarantor; provided that (A) such Indebtedness (1) shall constitute
Pledged Debt and (2) if greater than $1,500,000, shall be evidenced by
promissory notes in form and substance reasonably satisfactory to the
Administrative Agent and such promissory notes shall be pledged as security for
the Obligations of the holder thereof under the Loan Documents to which such holder
is a party and delivered to the Collateral Agent pursuant to the terms of the
Security Agreement and (B) in the case of any such Indebtedness of a
Subsidiary, if any, that is not a Loan Party, such Indebtedness shall be (1) on
terms acceptable to the Administrative Agent and (2) in an aggregate amount for
all such Subsidiaries not to exceed $2,500,000 at any time outstanding, and
(ii) Guarantees of the “Obligations” as defined in the Second Lien Credit
Agreement (but only to the extent that such Subsidiary shall have Guaranteed
the Obligations as defined herein); and


(c)           in the case of the
Borrower and the Subsidiary Guarantors, without duplication:


(i)            Indebtedness
under the Loan Documents;


(ii)           Indebtedness
in respect of Swap Contracts not for speculative purposes, incurred in the
ordinary course of business and consistent with prudent business practice;



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(iii)          Surviving
Indebtedness outstanding on the date hereof and listed on part (b) of Schedule
5.05 and any refinancings, refundings, renewals or extensions of such
Surviving Indebtedness; provided that the amount of such Indebtedness is
not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such
refinancing and the direct and contingent obligors thereof shall not be
changed, as a result of or in connection with such refinancing, refunding,
renewal or extension; provided  still  further that the
terms relating to principal amount, amortization, maturity, collateral (if any)
and subordination (if any), and other material terms, taken as a whole, of any
such extending, refunding or refinancing Indebtedness, and of any agreement
entered into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or the Lenders than the
terms of any agreement or instrument governing the Indebtedness being extended,
refunded or refinanced and the interest rate applicable to any such extending,
refunding or refinancing Indebtedness does not exceed the then applicable
market interest rate;


(iv)          Guarantees
of the Borrower or any Subsidiary Guarantor in respect of Indebtedness
otherwise permitted hereunder of the Borrower or any of the Subsidiary
Guarantors;


(v)           Indebtedness
in respect of Capitalized Leases, Synthetic Lease Obligations and purchase
money obligations for fixed or capital assets within the limitations set forth
in Section 7.01(i); provided that the aggregate amount of all
such Indebtedness at any one time outstanding shall not exceed $5,000,000;


(vi)          Indebtedness
of any Person that becomes a Subsidiary Guarantor after the date hereof in
accordance with the terms of Section 7.03(i) which Indebtedness is
existing at the time such Person becomes a Subsidiary of the Borrower (other
than Indebtedness incurred solely in contemplation of such Person becoming a
Subsidiary);


(vii)         Indebtedness
consisting of promissory notes issued by any Loan Party to current or former
officers, directors and employees (or their estates, spouses or former spouses)
of the Borrower or any Guarantor issued to purchase or redeem capital stock of
Holdings permitted by Section 7.06;


(viii)        amounts
owed by the Borrower or its Subsidiaries under the Merger Agreement as in
effect on the date hereof, to the extent that such amounts are paid within 10
Business Days after the same become due and payable pursuant to the terms
thereof as in effect on the date hereof;


(ix)           accrual
of interest, accretion of amortization of OID and pay-in-kind interest solely
in respect of Indebtedness permitted under Section 7.02(c)(vi);


(x)            Indebtedness
incurred in the ordinary course of business in connection with cash pooling
arrangements, cash management and other similar arrangements consisting of
netting arrangements and overdraft protections incurred in the ordinary course
of business and not in excess of $1,000,000 in the aggregate at any time
outstanding;



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(xi)           Indebtedness
consisting of the financing of insurance premiums in the ordinary course of
business;


(xii)          Indebtedness
incurred by Holdings or any of its Subsidiaries consisting of obligations in
respect of surety bonds or performance bonds or similar obligation supporting
indemnification, adjustment of purchase price or similar obligations (other
than for the payment of borrowed money) of the Borrower or any such Subsidiary
in connection with the Acquisition or any Permitted Acquisition or Disposition
of any business or assets permitted hereby; and


(xiii)         unsecured
Indebtedness (except as may be secured to the extent set forth in Section
7.01(v)) in an aggregate principal amount not to exceed $5,000,000 at any time
outstanding, incurred at a time when no Default has occurred and is continuing.


7.03         Investments.  Make or hold any Investments, except:


(a)           Investments held by the
Borrower or such Subsidiary in the form of cash or Cash Equivalents;


(b)           advances to officers,
directors and employees of the Borrower and Subsidiaries in an aggregate amount
not to exceed $750,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;


(c)           (i) Investments of the
Borrower in any Subsidiary Guarantor and Investments of any Subsidiary in the
Borrower or in another Subsidiary Guarantor and (ii) additional common equity
Investments by the Borrower in any Subsidiary Guarantor or by a Subsidiary
Guarantor in any other Subsidiary Guarantor;


(d)           Investments consisting
of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof in connection with the settlement of delinquent accounts in the
ordinary course of business or from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;


(e)           Guarantees permitted by
Section 7.02;


(f)            Investments existing
on the date hereof and set forth on Schedule 7.03(f);


(g)           Investments by the
Borrower or any Subsidiary in Swap Contracts permitted under Section 7.02(c)(ii);


(h)           Investments consisting
of intercompany debt permitted under Section 7.02(a)(i) or 7.02(b)
or constituting Capital Expenditures permitted under Section 7.12;


(i)            Permitted Acquisitions
of Persons that, upon the consummation thereof, will be wholly owned directly
by the Borrower or one or more of its wholly owned Subsidiaries (including,
without limitation, as a result of a merger or consolidation);


(j)            loans and advances to
Holdings in lieu of, and not in excess of the amount of (after giving effect to
any other loans, advances or Restricted Payments in respect thereof),



 85
 









Restricted
Payments to the extent permitted to be made to Holdings in accordance with Section 7.06;


(k)           prepaid expenses or
lease, utility and other similar deposits, in each case made in the ordinary
course of business;


(l)            promissory notes or
other obligations of officers or other employees of such Loan Party or such
Subsidiary acquired in the ordinary course of business in connection with such
officers’ or employees’ acquisition of Equity Interests in such Loan Party or
such Subsidiary (to the extent such acquisition is permitted under this
Agreement), so long as no cash is advanced by the Borrower or any of its
Subsidiaries in connection with such Investment;


(m)          pledges and deposits
permitted under Section 7.01 and endorsements for collection or deposit
in the ordinary course of business to the extent permitted under Section
7.02(c)(x);


(n)           other Investments
(including those of the types described in clauses (a) through (m)
above) not exceeding $2,500,000 in the aggregate in any fiscal year of the
Borrower made at a time when no Default has occurred and is continuing;


(o)           Investments consisting
of any deferred portion (including promissory notes and non-cash consideration)
of the sales price received by the Borrower or any Subsidiary in connection
with any Disposition permitted hereunder;


(p)           Investments
constituting (i) accounts receivable arising or acquired, (ii) trade debt
granted, or (iii) deposits made in connection with the purchase price of goods
or services, in each case in the ordinary course of business;


(q)           advances of payroll
payments to employees in the ordinary course of business in an aggregate amount
not to exceed $100,000 outstanding at any time; and


(r)            (i) purchases of
Existing Notes in accordance with any Debt Tender Offer and/or the COC Put
Offer and (ii) open market purchases of Existing Notes after the Closing Date for
an aggregate amount not to exceed $10,000,000.


7.04         Fundamental Changes.  Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:


(a)           any Subsidiary may
merge with (i) the Borrower; provided that the Borrower shall be the
continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided
that when any Subsidiary Guarantor is merging with another Subsidiary, the
continuing or surviving Person shall be a Subsidiary Guarantor;


(b)           any Subsidiary may
Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to the Borrower or to another Subsidiary; provided that a
Subsidiary Guarantor may make such Disposal only to the Borrower or another
Subsidiary Guarantor;



 86
 









(c)           any Subsidiary which is
not a Loan Party may dispose of all or substantially all its assets to the
Borrower or another Subsidiary;


(d)           the Borrower and its
Subsidiaries may consummate the Acquisition;


(e)           in connection with any
acquisition permitted under Section 7.03, any Subsidiary may merge into
or consolidate with any other Person or permit any other Person to merge into
or consolidate with it; provided that the Person surviving such merger
shall be a wholly owned Subsidiary and the Person surviving any such merger
involving a Subsidiary Guarantor shall be a Subsidiary Guarantor; and


(f)            the Borrower may
dissolve Woodcraft Industries, Inc., a Utah corporation.


provided, however, that in each case, immediately after giving effect thereto, no
Default shall have occurred and be continuing.


7.05         Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


(a)           Dispositions of
obsolete or worn out property or property no longer used in the business of the
Borrower or its Subsidiaries, whether now or hereafter owned or leased, in the
ordinary course of business of such Loan Party;


(b)           Dispositions of
inventory in the ordinary course of business;


(c)           Dispositions of
equipment to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such
Disposition are reasonably promptly applied to the purchase price of such
replacement property;


(d)           Dispositions of
property by any Subsidiary to the Borrower or to Subsidiary Guarantor or by the
Borrower to a Subsidiary Guarantor;


(e)           Dispositions permitted
by Section 7.04;


(f)            cancellations of any
intercompany Indebtedness among the Loan Parties;


(g)           the licensing of
intellectual property to third Persons on customary terms in the ordinary course
of business;


(h)           the sale, lease,
sub-lease, license, sub-license or consignment of personal property of the
Borrower or its Subsidiaries in the ordinary course of business and leases or
subleases of real property permitted by clause (a) for which rentals are
paid on a periodic basis over the term thereof;


(i)            the settlement or
write-off of accounts receivable or sale, discount or compromise of overdue
accounts receivable for collection in the ordinary course of business
consistent with past practice;


(j)            the sale, exchange or
other disposition of cash and Cash Equivalents in the ordinary course of
business;



 87
 









(k)           to the extent required
by applicable law, the sale or other disposition of a nominal amount of Equity
Interests in the Borrower or any Subsidiary on terms acceptable to the
Administrative Agent in order to qualify members of the board of directors or
equivalent governing body of the Borrower or such Subsidiary;


(l)            Dispositions by the
Borrower and its Subsidiaries not otherwise permitted under this Section
7.05; provided that (i) at the time of such Disposition, no Default
shall exist or would result from such Disposition, (ii) the aggregate book
value of all property Disposed of in reliance on this clause (l) shall
not exceed $4,000,000 in any fiscal year or $10,000,000 in the aggregate during
the term of this Agreement and (iii) at least 75% of the purchase price
for such asset shall be paid to the Borrower or such Subsidiary in cash


(m)          Dispositions
constituting a transfer of property subject to a casualty (i) upon receipt of
net proceeds of such casualty or (ii) to a Governmental Authority as a result
of condemnation;


(n)           sales of non-core
assets acquired in connection with a Permitted Acquisition which are not used
or useful or are duplicative in the business of the Borrower or its
Subsidiaries; and


(o)           a grant of options to
purchase, lease or acquire real or personal property in the ordinary course of
business, so long as the Disposition resulting from the exercise of such option
would otherwise be permitted under this Section 7.05;


provided, however, that any Disposition
pursuant to Section 7.05(a) through Section 7.05(m) (other than Section
7.05(d)) shall in any event be for fair market value; provided  further
that in the event any Disposition otherwise permitted under this Section
7.05 shall consist of a Disposition of Equity Interests in a Subsidiary,
such Disposition shall in no event be of less than 100% of such Equity
Interests, except in the case of a Disposition pursuant to Section 7.05(k).


7.06         Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
or issue or sell any Equity Interests or accept any capital contributions,
except that:


(a)           each Subsidiary may
make Restricted Payments to the Borrower and the Subsidiary Guarantors, ratably
according to their respective holdings of the type of Equity Interest in
respect of which such Restricted Payment is being made;


(b)           the Borrower may accept
additional capital contributions from Holdings and any Subsidiary may accept
capital contributions from its parent to the extent permitted under Section
7.03(c)(ii);


(c)           the Borrower may
declare and make dividend payments or other distributions payable solely in its
common stock or other common Equity Interests and each Subsidiary may declare
and make dividend payments or other distributions payable solely in the stock
or other Equity Interests of such Person;


(d)           the Borrower may issue
and sell shares of its common stock to Holdings;


(e)           the Borrower may
declare and directly or indirectly pay cash dividends and distributions to
Holdings for the purpose of permitting Holdings to pay federal and state income



 88
 









taxes,
franchise taxes, and other taxes, fees, and assessments to the extent
attributable to the business of the Borrower and its Subsidiaries; provided
that any refunds received by Holdings attributable to the Borrower or any of
its Subsidiaries shall promptly be returned by Holdings  to the Borrower through an equity
contribution to the Borrower;


(f)            the Borrower may
declare and directly or indirectly pay cash dividends and distributions to
Holdings for customary and reasonable out-of-pocket expenses, legal and
accounting fees and expenses and overhead of Holdings incurred in the ordinary
course of business to the extent attributable to the business of the Borrower
and its Subsidiaries and in the aggregate not to exceed $500,000 in any fiscal
year; and provided further that, for the avoidance of doubt, all taxes, fees
and assessments payable by Holdings shall be deemed attributable to the
business of the Borrower and its Subsidiaries so long as Holdings is in
compliance with Section 7.08;


(g)           the Borrower may
purchase or transfer funds to Holdings to fund the purchase of (with cash or
notes) Equity Interests in Holdings from former directors or employees of
Holdings, the Borrower or its Subsidiaries, their estates, spouses or former
spouses in connection with the termination of such employee’s employment (or such
director’s directorship) and the Borrower may make distributions to Holdings to
effect such purchases and/or to make payments on any notes issued in connection
with any such repurchase; provided, however, that (i) no such
purchase or distribution and no payment on any such note shall be made if a
Default shall have occurred and be continuing, (ii) no such note shall require
any payment if such payment or a distribution by the Borrower to make such
payment is prohibited by the terms hereof and (iii) the aggregate amount of all
payments under this Section 7.06(g) (including payments in respect of
any such purchase or any such notes or any such distributions to Holdings for
such purposes) shall not exceed the sum of (A) $2,500,000 in any fiscal year or
$7,500,000 in the aggregate during the term of this Agreement, plus (B) the
amount of any cash equity contributions received by the Borrower for the
purpose of making such payments and used for such purpose;


(h)           so long as no Default
shall have occurred and be continuing or would result therefrom, the Borrower
may make distributions to Holdings to enable Holdings to pay (i) directors’
fees, expenses and indemnities owing to directors of Holdings and (ii)
management fees to the Sponsor under the Management Agreement to the extent
that such management fees are permitted to be paid under Section 7.09(d)
and other fees payable to the Sponsor to the extent permitted to be paid under Section
7.09(e);


(i)            if the Investors or
their Affiliates shall have made cash equity contributions to the Borrower to
fund any Permitted Investments or expenditures that would, by reason of such
funding, be excluded from the definition of “Capital Expenditures,” and such
Permitted Investment or expenditure is not made within 10 Business Days after
receipt of such equity contributions, the Borrower may return such equity
contributions to such Investors or their Affiliates;


(j)            so long as no Event of
Default shall have occurred and be continuing or would result therefrom, from
and after the Existing Notes Repayment Date, the Borrower may declare and
directly or indirectly pay cash dividends and distributions to Holdings from
the proceeds of the Term Borrowings (other than the Initial First Lien Term
Advance) and the Second Lien Credit Agreement for the sole purpose of repaying
the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition
Loan) and any related fees, interest or premiums associated therewith; and



 89
 









(k)           so long as no Event of
Default shall have occurred and be continuing or would result therefrom, prior
to March 31, 2008, the Borrower may declare and directly or indirectly pay cash
dividends and distributions to Holdings to enable Holdings to make cash
interest payments on the Acquisition Loan (or any Indebtedness incurred to
refinance the Acquisition Loan), provided that (i) after giving pro
forma effect to such dividend or distribution, the Consolidated First Lien
Leverage Ratio shall not exceed 1.0 to 1.0, and (ii) the amount of such
dividends and distributions shall not exceed $3,225,000 in any calendar
quarter; provided that any payment which is not made pursuant to this
Section 7.06(k) because of the existence of an Event of Default may be made
thereafter if such Event of Default shall cease to exist and no other Event of
Default shall have occurred and be continuing or would result therefrom.


To the extent that the
Borrower or its Subsidiaries are permitted to make any Restricted Payments
pursuant to this Section 7.06, the same may be made as a loan or advance
to the recipient thereof, and in such case the amount of such loan or advance
so made shall reduce the amount of Restricted Payments that may be made by the
Borrower and its Subsidiaries in respect thereof.


7.07         Change in Nature of
Business.  Engage in any material
line of business substantially different from those lines of business conducted
by the Borrower and its Subsidiaries on the date hereof or any business
substantially related, ancillary, or incidental thereto.


7.08         Holding Company Status.  With respect to Holdings, engage in any
business or activity other than (i) the ownership of all outstanding Equity
Interests in the Borrower, as applicable, (ii) maintaining its corporate
existence, (iii) participating in tax, accounting and other administrative activities
as the parent of the consolidated group of companies, including the Loan
Parties, (iv) the performance of obligations under the Loan Documents to which
it is a party, (v) incurring the Acquisition Loan for the sole purpose of
financing the Merger (and incurring any Indebtedness to refinance the
Acquisition Loan), (vi) performing any act or obligation permitted by the
Holdings Guaranty, and (vii) activities incidental to the businesses or
activities described in clauses (i)-(vi) above.


7.09         Transactions with
Affiliates.  Enter into any
transaction of any kind with any Affiliate of the Borrower or Holdings, whether
or not in the ordinary course of business, other than on fair and reasonable
terms substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate; provided that the
foregoing restriction shall not apply to (a) transactions between or among the Borrower
and any of the Subsidiary Guarantors or between and among any Subsidiary
Guarantors, (b) transactions, arrangements, fees, reimbursements and
indemnities specifically and expressly permitted between or among such parties
under this Agreement, (c) reasonable compensation and indemnities to officers
and directors, (d) (i) so long as no Default has occurred and is continuing,
management fees paid to the Sponsor in an aggregate amount not to exceed
$750,000 in any fiscal year (subject to the provisos below) and (ii)
reimbursement of the Sponsor for reasonable out-of-pocket expenses paid
by the Sponsor, in each case in pursuant to the terms of the Management
Agreement, provided that nothing herein shall prohibit the accrual of
any such fees or expenses under the terms of the Management Agreement; and provided
further that, so long as no Default has occurred or is continuing, any
management fees accrued under the Management Agreement in any fiscal year up to
the amount referred to in clause (d)(i) above and not paid pursuant to clause
(d)(i) shall be permitted to be paid in any subsequent fiscal year, subject
to the other terms of this Agreement, without reference to the $750,000 limit
on such management fees described in clause (d)(i) above that may otherwise
be paid during such subsequent fiscal year, and (e) the payment to the Sponsor
of a structuring fee in respect of each Permitted Acquisition and each
financing transaction consisting of the placement or arrangement of
Indebtedness or equity securities of Holdings (to the extent that the proceeds
of such Indebtedness or equity securities are contributed to the Borrower or
are used to refinance the Acquisition Loan or any



 90
 









Indebtedness
incurred to refinance the Acquisition Loan) or the Borrower, concurrently with
the consummation thereof, in an aggregate amount not to exceed 1% of the
aggregate consideration paid by the Borrower in connection with such Permitted
Acquisition or 1% of the gross proceeds of the permitted Indebtedness or equity
so placed or arranged (provided that the Borrower shall not pay a duplicative
fee in the case of any Permitted Acquisition which is financed using the
proceeds of any Indebtedness or equity securities so placed or arranged).


7.10         Burdensome Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement, any other Loan Document and the Second
Lien Loan Documents, and other than the Existing Indenture to the extent, and
only to the extent, of restrictions relating to the ability of the Borrower or
any Subsidiary of the Borrower to make Restricted Payments or loans to, or to
repay loans from, or otherwise to transfer property to or invest in, Holdings)
that (a) limits the ability (i) of any Subsidiary to make Restricted Payments
to the Borrower or any Guarantor, to make intercompany loans or advances to the
Borrower or any Guarantor or to repay such loans or advances, or to otherwise
transfer property to or invest in the Borrower or any Guarantor, except for any
agreement in effect (A) on the date hereof or (B) at the time any Subsidiary
becomes a Subsidiary of the Borrower, so long as such agreement was not entered
into solely in contemplation of such Person becoming a Subsidiary of the
Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower
or (iii) other than limitations set forth in the documentation governing the
Acquisition Loan and the Existing Indenture, of the Borrower or any Subsidiary
to create, incur, assume or suffer to exist Liens on property of such Person; provided,
however, that this clause (iii) shall not prohibit (A) any such
limitation incurred or provided in favor of any holder of Indebtedness
permitted under Section 7.02(c)(v) solely to the extent any such
negative pledge relates to the property financed by or the subject of such
Indebtedness, or (B) customary anti-assignment provisions in contracts
restricting the assignment thereof or (C) provisions in leases of real
property that prohibit mortgages or pledges of the lessee’s interest under such
leases or (D) customary restrictions in leases, subleases, licenses and
sublicenses; or (b) other than requirements set forth in the Existing
Indenture, requires the grant by a Loan Party of a Lien to secure an obligation
of such Loan Party if a Lien is granted to secure another obligation of such
Loan Party.


7.11         Financial Covenants.


(a)           Consolidated
Leverage Ratio.  (i) Permit the
Consolidated Leverage Ratio at any time during any period set forth below which
ends prior to the Covenant Trigger Date to be greater than the ratio set forth
below opposite such period:


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated

  Leverage Ratio

  
	
  March 31, 2007 through March 31, 2008

  	
   

  	
  6.50:1.00

  
	
  June 30, 2008 through March 31, 2009

  	
   

  	
  6.40:1.00

  
	
  June 30, 2009

  	
   

  	
  6.20:1.00

  
	
  September 30, 2009

  	
   

  	
  6.10:1.00

  
	
  December 31, 2009 through December 31, 2011

  	
   

  	
  6.00:1.00

  
	
  March 31, 2012

  	
   

  	
  4.20:1.00

  
	
  June 30, 2012

  	
   

  	
  4.00:1.00

  
	
  September 30, 2012

  	
   

  	
  3.90:1.00

  
	
  December 31, 2012

  	
   

  	
  3.80:1.00

  



 


(ii) Permit the
Consolidated Leverage Ratio at any time during any period set forth below which
ends on or after the Covenant Trigger Date to be greater than the ratio set
forth below opposite such period:



 91















 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated

  Leverage Ratio

  
	
  March 31, 2007
  through September 30, 2007

  	
   

  	
  6.50:1.00

  
	
  December 31,
  2007

  	
   

  	
  6.30:1.00

  
	
  March 31, 2008

  	
   

  	
  6.10:1.00

  
	
  June 30, 2008

  	
   

  	
  5.90:1.00

  
	
  September 30,
  2008

  	
   

  	
  5.70:1.00

  
	
  December 31,
  2008

  	
   

  	
  5.60:1.00

  
	
  March 31, 2009

  	
   

  	
  5.30:1.00

  
	
  June 30, 2009

  	
   

  	
  5.00:1.00

  
	
  September 30,
  2009

  	
   

  	
  4.80:1.00

  
	
  December 31,
  2009

  	
   

  	
  4.60:1.00

  
	
  March 31, 2010

  	
   

  	
  4.50:1.00

  
	
  June 30, 2010

  	
   

  	
  4.30:1.00

  
	
  September 30,
  2010

  	
   

  	
  4.20:1.00

  
	
  December 31,
  2010

  	
   

  	
  4.10:1.00

  
	
  March 31, 2011

  	
   

  	
  3.90:1.00

  
	
  June 30, 2011

  	
   

  	
  3.70:1.00

  
	
  September 30,
  2011

  	
   

  	
  3.50:1.00

  
	
  December 31,
  2011

  	
   

  	
  3.40:1.00

  
	
  March 31, 2012

  	
   

  	
  3.20:1.00

  
	
  June 30, 2012

  	
   

  	
  3.00:1.00

  
	
  September 30,
  2012

  	
   

  	
  2.80:1.00

  
	
  December 31,
  2012

  	
   

  	
  2.70:1.00

  



 


(b)           Consolidated First
Lien Leverage Ratio.  Permit the
Consolidated First Lien Leverage Ratio at any time during any period set forth
below which ends on or after the Covenant Trigger Date to be greater than the
ratio set forth below opposite such period:


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum First Lien

  Leverage Ratio

  
	
  March 31, 2007
  through September 30, 2007

  	
   

  	
  4.50:1.00

  
	
  December 31,
  2007

  	
   

  	
  4.30:1.00

  
	
  March 31, 2008

  	
   

  	
  4.20:1.00

  
	
  June 30, 2008

  	
   

  	
  4.00:1.00

  
	
  September 30,
  2008

  	
   

  	
  3.90:1.00

  
	
  December 31,
  2008

  	
   

  	
  3.80:1.00

  
	
  March 31, 2009

  	
   

  	
  3.60:1.00

  
	
  June 30, 2009

  	
   

  	
  3.40:1.00

  
	
  September 30,
  2009

  	
   

  	
  3.20:1.00

  
	
  December 31,
  2009

  	
   

  	
  3.10:1.00

  
	
  March 31, 2010

  	
   

  	
  3.00:1.00

  
	
  June 30, 2010

  	
   

  	
  2.80:1.00

  
	
  September 30,
  2010

  	
   

  	
  2.70:1.00

  
	
  December 31,
  2010

  	
   

  	
  2.60:1.00

  
	
  March 31, 2011

  	
   

  	
  2.50:1.00

  
	
  June 30, 2011

  	
   

  	
  2.40:1.00

  
	
  September 30,
  2011

  	
   

  	
  2.30:1.00

  



 



 92
 









 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum First Lien

  Leverage Ratio

  
	
  December 31,
  2011

  	
   

  	
  2.10:1.00

  
	
  March 31, 2012

  	
   

  	
  2.00:1.00

  
	
  June 30, 2012

  	
   

  	
  1.80:1.00

  
	
  September 30,
  2012

  	
   

  	
  1.60:1.00

  
	
  December 31,
  2012

  	
   

  	
  1.50:1.00

  



(c)           Consolidated
Interest Coverage Ratio.  (i) Permit
the Consolidated Interest Coverage Ratio at any time during any period set
forth below which ends prior to the Covenant Trigger Date to be less than the
ratio set forth below opposite such period:


	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Interest Coverage Ratio

  
	
  March 31, 2007
  through September 30, 2007

  	
   

  	
  2.50:1.00

  
	
  December 31,
  2007

  	
   

  	
  2.70:1.00

  
	
  March 31, 2008

  	
   

  	
  2.80:1.00

  
	
  June 30, 2008

  	
   

  	
  2.90:1.00

  
	
  September 30,
  2008 through December 31, 2008

  	
   

  	
  3.00:1.00

  
	
  March 31, 2009

  	
   

  	
  3.10:1.00

  
	
  June 30, 2009

  	
   

  	
  3.20:1.00

  
	
  September 30,
  2009

  	
   

  	
  3.40:1.00

  
	
  December 31,
  2009

  	
   

  	
  3.50:1.00

  
	
  March 31, 2010

  	
   

  	
  3.60:1.00

  
	
  June 30, 2010

  	
   

  	
  3.70:1.00

  
	
  September 30,
  2010 through December 31, 2010

  	
   

  	
  3.80:1.00

  
	
  March 31, 2011

  	
   

  	
  3.90:1.00

  
	
  June 30, 2011

  	
   

  	
  4.00:1.00

  
	
  September 30,
  2011 through December 31, 2011

  	
   

  	
  4.10:1.00

  
	
  March 31, 2012

  	
   

  	
  4.70:1.00

  
	
  June 30, 2012

  	
   

  	
  5.40:1.00

  
	
  September 30,
  2012

  	
   

  	
  6.20:1.00

  
	
  December 31,
  2012

  	
   

  	
  7.10:1.00

  



 


(ii) Permit the Consolidated Interest Coverage Ration at any time
during any period set forth below which ends on or after the Covenant Trigger
Date to be less than the ratio set forth below opposite such period:


	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Interest Coverage Ratio

  
	
  March 31, 2007
  through September 30, 2007

  	
   

  	
  1.60:1.00

  
	
  December 31,
  2007

  	
   

  	
  1.70:1.00

  
	
  March 31, 2008
  through September 30, 2008

  	
   

  	
  1.80:1.00

  
	
  December 31,
  2008

  	
   

  	
  1.90:1.00

  
	
  March 31, 2009

  	
   

  	
  2.00:1.00

  
	
  June 30, 2009

  	
   

  	
  2.10:1.00

  
	
  September 30,
  2009

  	
   

  	
  2.20:1.00

  
	
  December 31,
  2009 through March 31, 2010

  	
   

  	
  2.30:1.00

  



 



 93
 









 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Interest Coverage Ratio

  
	
  June 30, 2010

  	
   

  	
  2.40:1.00

  
	
  September 30,
  2010

  	
   

  	
  2.50:1.00

  
	
  December 31,
  2010

  	
   

  	
  2.60:1.00

  
	
  March 31, 2011

  	
   

  	
  2.70:1.00

  
	
  June 30, 2011

  	
   

  	
  2.80:1.00

  
	
  September 30,
  2011

  	
   

  	
  2.90:1.00

  
	
  December 31,
  2011

  	
   

  	
  3.00:1.00

  
	
  March 31, 2012

  	
   

  	
  3.20:1.00

  
	
  June 30, 2012

  	
   

  	
  3.30:1.00

  
	
  September 30,
  2012

  	
   

  	
  3.40:1.00

  
	
  December 31,
  2012

  	
   

  	
  3.50:1.00

  



 


(d)           Right to Cure
Financial Covenants.


(i)            Notwithstanding
anything to the contrary contained in Section 7.11(a), (b) or (c),
if the Borrower fails to comply with the requirements of any covenant set forth
in Section 7.11(a), (b) or (c) (the “Financial Covenants”),
then until the 10th calendar day after delivery of the Compliance Certificate
pursuant to Section 6.02(b), the Borrower shall have the right to give
written notice (the “Cure
Notice”) to the Administrative Agent of its intent to issue
Equity Interests for cash or otherwise receive cash capital contributions in an
amount not to exceed 100% of an amount that, if added to EBITDA for the
relevant testing period, would have been sufficient to cause compliance with
the Financial Covenants (the “Cure Amount”)
for such period (an “Equity
Cure”).  For the avoidance
of doubt, nothing in this Section 7.11(d) shall prevent the Borrower
from issuing Equity Interests for cash in an aggregate amount in excess of the
amount sufficient to cause compliance with the Financial Covenants for the
relevant testing period; provided that such excess to the extent it
exceeds 100% of the Cure Amount shall not be added to EBITDA for the purpose of
calculating compliance with the Financial Covenants or any other purpose.


(ii)           The Borrower shall not
be entitled to exercise the Equity Cure any more than five times prior to the
Maturity Date and the Equity Cure may not be exercised more than two times
within any consecutive four fiscal quarters.


(iii)          Upon the delivery by the
Borrower of a Cure Notice, no Default or Event of Default shall be deemed to
exist pursuant to the Financial Covenants (and any such Default or Event of
Default shall be retroactively considered not to have existed or occurred).  If the Equity Cure is not consummated within
15 Business Days after delivery of the Cure Notice, each such Default or Event
of Default shall be deemed reinstated.


(iv)          The cash amount received
by the Borrower pursuant to exercise of the right to make an Equity Cure shall
be added to EBITDA for the last quarter of the immediately preceding testing
period solely for purposes of recalculating compliance with the Financial
Covenants for such period and of calculating the Financial Covenants as of the
end of the next three following periods. 
The Equity Cure shall not be taken into account for purposes of
calculating the Financial Covenants in order to determine pro  forma
compliance with the Financial Covenants for purposes of the incurrence of any
Debt, the undertaking of any Permitted Acquisition or the making of any Capital
Expenditure or for any other purpose.



 94
 









7.12         Capital Expenditures.  Make or become legally obligated to make any
Capital Expenditure, except for Capital Expenditures not exceeding, in the
aggregate for the Borrower and its Subsidiaries during (a) each of fiscal years
2007, 2008 and 2009, $12,000,000, (b) fiscal year 2010 and (c) each subsequent
fiscal year, $12,500,000; provided, however, that so long as no
Default has occurred and is continuing or would result from any such
expenditure, up to 100% of such amount, if not expended in the fiscal year for
which it is permitted, may be carried over for expenditure in the next
following fiscal year (the “Capital Expenditure Carryover Amount”); provided further
that any Capital Expenditures made in a particular fiscal year shall first be
deemed to have been made with the portion of Capital Expenditures permitted for
such fiscal year, before the Capital Expenditure Carryover Amount is applied to
such fiscal year.  Notwithstanding
anything to the contrary with respect to any fiscal year of the Borrower during
which a Permitted Acquisition is consummated and for each fiscal year
subsequent thereto, the amount of Capital Expenditures permitted under the
preceding sentence applicable to each fiscal year shall be increased by an
amount equal to the quotient obtained by dividing (A) the amount of such
Capital Expenditures (determined in accordance with GAAP) made by the acquired
entity or business for the thirty-six month period immediately preceding the
consummation of such Permitted Acquisition, by (B) three (such amount, the “Acquired Permitted Capital
Expenditure Amount”); provided that, with respect to the fiscal
year during which any such Permitted Acquisition occurs, the amount of Capital
Expenditures permitted under the first sentence of this Section 7.12 with
respect to such fiscal year shall be increased by an amount equal to the
product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction,
the numerator of which is the number of days remaining in such fiscal year and
the denominator of which is 365 or 366, if applicable.


7.13         Amendments of
Organization Documents.  Amend any of
its Organization Documents in a manner adverse to the Lenders.


7.14         Accounting Changes.  Make any change in (a) accounting
policies or reporting practices, except as required by generally accepted
accounting principles, or (b) fiscal year.


7.15         Prepayments,
Amendments, Etc. of Indebtedness. 
(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment in violation of
any subordination terms of, any Indebtedness, except (i) the prepayment of
the Credit Extensions in accordance with the terms of this Agreement,
(ii) regularly scheduled or required repayments or redemptions of
Indebtedness listed on part (b) of Schedule 5.05,
(iii) prepayments of the loans under the Second Lien Credit Agreement  otherwise permitted by Section 2.05,
(iv) repayment of the Acquisition Loan (or any Indebtedness
incurred to refinance the Acquisition Loan) with the proceeds from the
borrowings under the Term Facility or the Second Lien Credit Agreement as set
forth in Section 7.06(j), (v) the redemption, repurchase, refinancing or
defeasance of the Existing Notes pursuant to the Debt Tender Offer or the COC
Put Offer, (vi) the open market purchase of Existing Notes for an aggregate
amount not to exceed $10,000,000, provided that such purchase is not
financed with the proceeds of the Term Loans, or (vii) prepayments of
intercompany Indebtedness permitted by Section 7.02(b)(i); or (b) (i)
amend, modify or change in any manner materially adverse to the Lenders any
term or condition of any such Indebtedness listed on part (b) of Schedule
5.05 or (ii) amend, modify or change in any manner any of the terms and
conditions of the Second Lien Loan Documents to the extent any such amendment,
modification or change is not permitted under the terms of (A) the
Intercreditor Agreement and (B) Section 7.21.


7.16         Amendment, Etc. of the
Related Documents.  Cancel or
terminate any Related Document or consent to or accept any cancellation or
termination thereof except in accordance with its terms, amend, modify or
change in any manner any term or condition of any Related Document or give any
consent, waiver or approval thereunder, waive any default under or any breach
of any term or condition of any Related Document, agree in any manner to any
other amendment, modification or



 95
 









change of any
term or condition of any Related Document or take any other action in
connection with any Related Document that would impair in any material respect
the value of the interest or rights of any Loan Party thereunder or that would
impair in any material respect the rights or interests of any Agent or any
Lender.


7.17         Partnerships, Etc.  Become a general partner in any general or
limited partnership or joint venture, except to the extent permitted by and
subject to Section 7.03.


7.18         Speculative
Transactions.  Engage, or permit any
of its Subsidiaries to engage, in any transaction involving commodity options
or futures contracts for speculative purposes or any similar speculative
transactions, which are, in any case, inconsistent with prior practice and not
otherwise made in the ordinary course of business.


7.19         Formation of
Subsidiaries.  Organize or invest in
any new Subsidiary except as permitted under Section 7.03.


7.20         Designation as
Designated Senior Debt.  Designate
any other Indebtedness of the Loan Parties as “Designated Senior Debt” for
purposes of any subordinated debt.


7.21         Modification of Second
Lien Loan Documents.  Amend,
supplement or otherwise modify in any manner any of the terms or provisions
contained in, or applicable to, any Second Lien Documents, unless (a) no fee is
payable to the lenders under the Second Lien Loan Documents and (b) the sole
purpose of any such amendment, supplement or other modification is one or more
of the following:  (i) to extend the
date or reduce the amount of any required repayment, prepayment or redemption
of the principal of the loans under the Second Lien Loan Documents, (ii) to
reduce the rate or extend the date for payment of the interest, premium (if
any) or fees payable on the Second Lien Loan, as applicable, or (iii) to make
the covenants, events of default or remedies in the Second Lien Loan Documents
less restrictive on the Borrower or its Subsidiaries.


Article VIII

EVENTS OF DEFAULT AND REMEDIES


8.01         Events of Default.  Any of the following shall constitute an Event
of Default:


(a)           Non-Payment.  The Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation, or (ii) within three Business Days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any fee due
hereunder, or (iii) within five Business Days after the same becomes due, any
other amount payable hereunder or under any other Loan Document; or


(b)           Specific Covenants.  (i) The Borrower fails to perform or observe
any term, covenant or agreement contained in any of Section 6.01, 6.02,
6.03, 6.05, 6.09, 6.10, 6.11, 6.12, 6.17,
6.19 or Article VII, (ii) Holdings fails to perform or
observe any term, covenant or agreement contained in Section 7 of the
Holdings Guaranty or (iii) any of the Subsidiary Guarantors fails to
perform or observe any term, covenant or agreement contained in Section 7 of
the Subsidiary Guaranty; or


(c)           Other Defaults.  Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days; or



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(d)           Representations and
Warranties.  Any representation,
warranty or certification made or deemed made by or on behalf of the Borrower
or any other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
in any material respect when made or deemed made; or


(e)           Cross-Default.  (i) Any Loan Party or any of its Subsidiaries
(A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) and, except in the case of any
such payment due at scheduled maturity or by acceleration, such payment is not
made within any applicable grace period, in respect of (x) the Second Lien
Credit Agreement, or (y) any other Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) for purposes of this clause (y) of more than the
Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; provided that the making
of the COC Put Offer solely as a result of the consummation of the Merger shall
not constitute an Event of Default under this Section 8.01(e), or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Borrower or any Subsidiary is an
Affected Party (as defined in such Swap Contract) and, in either event, the
Swap Termination Value owed by the Loan Party or such Subsidiary as a result
thereof is greater than the Threshold Amount; or


(f)            Insolvency
Proceedings, Etc.  Any Loan Party or
any of its Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit
of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for 60 calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any
material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for 60 calendar days, or an order for
relief is entered in any such proceeding; or


(g)           Inability to Pay
Debts; Attachment.  (i) Any Loan
Party or any of its Subsidiaries becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within 30 days after its issue or
levy; or


(h)           Judgments.  There is entered against any Loan Party or
any of its Subsidiaries (i) a final judgment or order for the payment of money
in an aggregate amount exceeding the



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Threshold
Amount (to the extent not covered by independent third-party insurance as to
which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of 30 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or


(i)            ERISA.  An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of any Loan Party in an aggregate amount in
excess of the Threshold Amount; or


(j)            Invalidity of Loan
Documents.  Any material provision of
any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder or
satisfaction in full of all the Obligations, ceases to be in full force and
effect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any provision of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or


(k)           Change of Control.  There occurs any Change of Control or the
Sponsor ceases to Control the Borrower; or


(l)            Collateral Document.  Any Collateral Document after delivery
thereof pursuant to Section 4.01 or 6.12 shall for any
reason (other than pursuant to the terms thereof) cease to create a valid and
perfected first priority (subject to Permitted Liens) lien on and security
interest in the Collateral purported to be covered thereby; or any Loan Party
contests in any manner the validity, perfection or priority of any lien or
security interest in the Collateral purported to be covered thereby; or


(m)          “Second Lien Event of
Default”.  An “Event of Default” (as
defined in the Second Lien Credit Agreement) shall have occurred and be
continuing under the Second Lien Credit Agreement; or


(n)           “Acquisition Loan
Event of Default”.  An “Event of
Default” (as defined in the Acquisition Loan) shall have occurred and be
continuing under the Acquisition Loan (or any Indebtedness
incurred to refinance the Acquisition Loan); provided such Event
of Default under the Acquisition Loan (or any Indebtedness
incurred to refinance the Acquisition Loan)  shall not become an Event of Default hereunder
unless and until such Event of Default under the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan)
shall have continuing for 5 days; or


(o)           Non-Repayment of the
Existing Notes.  All of the Existing
Notes have not been redeemed, repurchased, refinanced or defeased prior to
March 31, 2008 unless a majority of the Existing Notes have been purchased
prior to such date pursuant to the Debt Tender Offer.


8.02         Remedies upon Event of
Default.  If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders, take any or all of the
following actions:



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(a)           declare the commitment
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions to be terminated, whereupon such commitments and obligation
shall be terminated;


(b)           declare any or all of
the unpaid principal amount of all outstanding Loans, any or all interest
accrued and unpaid thereon, and any or all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;


(c)           require that the
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and


(d)           exercise on behalf of
itself, the other Agents and the Lenders all rights and remedies available to
it, the other Agents and the Lenders under the Loan Documents and applicable
law;


provided, however, that upon the
occurrence of an actual or deemed entry of an order for relief with respect to
the Borrower under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of any Agent or any Lender.


8.03         Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section
8.02), any amounts received on account of the Obligations shall be applied
by the Administrative Agent in the following order:


First,
to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest but including
fees, charges and disbursements of counsel to the Administrative Agent and
amounts payable under Article III) payable to the Agents in their
capacities as such ratably among them in proportion to the amounts described in
this clause First payable to them;


Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders and the L/C Issuer
(including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer), ratably among them
in proportion to the amounts described in this clause Second payable to
them;


Third, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer
in proportion to the respective amounts described in this clause Third
payable to them;


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings and
obligations under Secured Hedge Agreements, ratably among the Lenders and the
L/C Issuer in proportion to the respective amounts described in this clause Fourth
held by them;



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Fifth, to the Administrative Agent for the account
of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit;


Sixth, to the payment of all other
Obligations of the Loan Parties owing under or in respect of the Loan Documents
that are then due and payable to the Agents and the other Secured Parties on
such date, ratably based upon the respective aggregate amounts of all such
Obligations owing to the Agents and the other Secured Parties on such date; and


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full (excluding, for this purpose,
any Unaccrued Indemnity Claims), to the Borrower or as otherwise required by
Law.


Subject to Section
2.03(e), amounts used to Cash Collateralize 105% of the aggregate undrawn
amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above, and thereafter applied as provided in clause “Last”
above.


Article IX

ADMINISTRATIVE AGENT


9.01         Authorization and
Action.  Each Lender (in its
capacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer
(if applicable) and on behalf of itself and its Affiliates as potential Hedge
Banks) hereby appoints and authorizes each Agent to take such action as agent
on its behalf and to exercise such powers and discretion under this Agreement
and the other Loan Documents as are delegated to such Agent by the terms hereof
and thereof, together with such powers and discretion as are reasonably
incidental thereto.  As to any matters
not expressly provided for by the Loan Documents (including, without
limitation, enforcement or collection of the Notes), no Agent shall be required
to exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders (or, if required
hereby, all Lenders), and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that no Agent shall
be required to take any action that exposes such Agent to personal liability or
that is contrary to this Agreement or applicable law.  Each Agent agrees to give to each Lender
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement.


9.02         Agent’s Reliance, Etc.  Neither any Agent nor any of their respective
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence or willful
misconduct.  Without limitation of the
generality of the foregoing, each Agent: 
(a) may treat the payee of any Note as the holder thereof until, in
the case of the Administrative Agent, the Administrative Agent receives and
accepts an Assignment and Assumption entered into by the Lender that is the
payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in
the case of the Collateral Agent, such Agent has received notice from the
Administrative Agent that it has received and accepted such Assignment and
Assumption, in each case as provided in Section 10.06; (b) may
consult with legal counsel (including counsel for any Loan Party), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (c) makes no warranty
or representation to any Lender and shall not be responsible to any Lender for
any statements, warranties or representations (whether written or oral) made in
or in connection with the Loan Documents; (d) shall not have any duty



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to ascertain
or to inquire as to the performance, observance or satisfaction of any of the
terms, covenants or conditions of any Loan Document on the part of any Loan
Party or the existence at any time of any Default under the Loan Documents or
to inspect the property (including the books and records) of any Loan Party;
(e) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or
the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; and (f) shall
incur no liability under or in respect of any Loan Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, electronic mail or Internet or intranet posting or other
distribution) believed by it to be genuine and signed or sent by the proper
party or parties.  Without limitation on
any other provision hereof, neither Agent shall be deemed to have notice or
knowledge of an Event of Default unless written notice thereof has been
received from the Borrower or any Lender.


9.03         Credit Suisse and
Affiliates.  With respect to its
Commitments, the Loans made by it and the Notes issued to it, if any, Credit
Suisse shall have the same rights and powers under the Loan Documents as any
other Lender and may exercise the same as though it were not an Agent; and the
term “Lender” shall, unless otherwise expressly indicated, include Credit
Suisse in its individual capacity. 
Credit Suisse and its affiliates may accept deposits from, lend money
to, act as trustee under indentures of, accept investment banking engagements
from and generally engage in any kind of business with, any Loan Party, any
Subsidiaries of any Loan Party and any Person that may do business with or own
securities of any Loan Party or any such Subsidiary, all as if Credit Suisse
was not an Agent and without any duty to account therefor to the Lenders.  No Agent shall have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to any
Loan Party or any Subsidiaries of any Loan Party to the extent such information
was obtained or received in any capacity other than as such Agent.


9.04         Lender Credit Decision.  Each Lender acknowledges that it has, independently
and without reliance upon any Agent or any other Lender and based on the
financial statements referred to in Section 6.01 and such other
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 any Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.


9.05         Indemnification of
Agents.


(a)           Each Term Lender
severally agrees to indemnify each Agent or any Related Party and each
Revolving Credit Lender severally agrees to indemnify each Agent, the L/C
Issuer or any Related Party (in each case, to the extent not reimbursed by the
Borrower) from and against such Lender’s Applicable Percentage of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against such Agent, the L/C Issuer
or any Related Party in any way relating to or arising out of the Loan
Documents or any action taken or omitted by such Agent, the L/C Issuer or any
Related Party under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent’s,
the L/C Issuer’s or any Related Party’s gross negligence or willful misconduct
as found in a final non-appealable judgment by a court of competent
jurisdiction.  Without limitation of the
foregoing, each Lender agrees to reimburse each Agent, the L/C Issuer or any
Related Party promptly upon demand for its Applicable Percentage of any costs
and expenses (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) (including, without limitation,
reasonable fees and expenses of counsel)



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payable by the
Borrower under Section 10.04, to the extent that such Agent, the L/C
Issuer or any Related Party is not promptly reimbursed for such costs and
expenses by the Borrower.  In the case of
any investigation, litigation or proceeding giving rise to any Indemnified
Costs, this Section 9.05 applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person.  The obligations of the Lenders under this subsection (a)
are subject to the provisions of Section 2.12(d).


(b)           The failure of any
Lender to reimburse any Agent, the L/C Issuer or any Related Party, as the case
may be, promptly upon demand for its Applicable Percentage of any amount
required to be paid by the Lenders to such Agent, the L/C Issuer, or any
Related Party, as the case may be, as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse such Agent, the L/C
Issuer, or Related Party, as the case may be, for its Applicable Percentage of
such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse such Agent, the L/C Issuer, or Related Party, as the case
may be, for such other Lender’s Applicable Percentage of such amount.  Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreement and obligations of each
Lender contained in this Section 9.05 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the other Loan Documents.


9.06         Successor Agents.  Any Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Agent (which, unless an
Event of Default has occurred and is continuing at the time of such
appointment, shall be reasonably acceptable to the Borrower).  If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Agent’s giving of notice of resignation, then
the retiring Agent may, on behalf of the Lenders, appoint a successor Agent,
which, unless an Event of Default shall have occurred and is continuing, shall
be reasonably acceptable to the Borrower and which shall be a commercial bank
organized under the laws of the United States or of any State thereof and
having a combined capital and surplus of at least $250,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent and, in the case of a successor Collateral
Agent, upon the execution and filing or recording of such financing statements,
or amendments thereto, and such other instruments or notices, as may be necessary
or desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Agent shall succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations under
the Loan Documents.  If within 45 days
after written notice is given of the retiring Agent’s resignation under this Section
9.06 no successor Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (a) the retiring Agent’s resignation
shall become effective, (b) the retiring Agent shall thereupon be
discharged from its duties and obligations under the Loan Documents and
(c) the Required Lenders shall thereafter perform all duties of the
retiring Agent under the Loan Documents until such time, if any, as the
Required Lenders appoint a successor Agent as provided above.  After any retiring Agent’s resignation
hereunder as Agent shall have become effective, the provisions of this Article
IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement.


9.07         Arranger Has No Liability.  It is understood and agreed that the Arranger
shall not have any duties, responsibilities or liabilities under this Agreement
whatsoever.


9.08         Administrative Agent
May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any



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demand on the
Borrower) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


(a)           to file and prove a
claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, L/C Obligations and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Agents (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Lenders and the Agents and their respective agents and counsel and all other
amounts due the Lenders and the Agents under Sections 2.03(j), 2.09 and
10.04) allowed in such judicial proceeding; and


(b)           to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same;


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and
their respective agents and counsel, and any other amounts due the Agents under
Sections 2.09 and 10.04.


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on
behalf of any Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.


9.09         Collateral and
Guaranty Matters.  The Lenders and
the L/C Issuer irrevocably authorize the Collateral Agent and the
Administrative Agent, at their option and in their discretion:


(a)           to release any Lien on
any property granted to or held by the Collateral Agent under any Loan Document
(i) upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations not yet accrued
and payable), including all obligations under all Secured Hedge Agreements, and
the expiration or termination of all Letters of Credit, (ii) that is sold or to
be sold as part of or in connection with any sale permitted hereunder or under
any other Loan Document, or (iii) subject to Section 10.01, if approved,
authorized or ratified in writing by the Required Lenders;


(b)           to release any
Guarantor from its obligations under the applicable Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder; and


(c)           to subordinate any Lien
on any property granted to or held by the Collateral Agent under any Loan
Document to the holder of any Lien on such property that is permitted by Section
7.01(i).


Upon request by the Administrative Agent or the
Collateral Agent at any time, the Required Lenders (or, if necessary, all
Lenders) will confirm in writing the authority of the Agents to release its
interest in particular types or items of property, or to release any Guarantor
from its obligations under the applicable Guaranty pursuant to this Section
9.09.  In each case as specified in
this Section 9.09, the Administrative Agent and the Collateral Agent
will, at the Borrower’s expense, execute and deliver to the applicable Loan
Party such documents as such Loan Party may reasonably request to evidence the
release of such item of Collateral from the assignment and security interest
granted under the Collateral



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Documents, or to release such Guarantor from its
obligations under the applicable Guaranty, in each case in accordance with the
terms of the Loan Documents and this Section 9.09.


9.10         Intercreditor
Agreement.  Each of the Lenders
hereby acknowledges that it has received and reviewed the Intercreditor
Agreement and agrees to be bound by the terms thereof.  Each Lender (and each Person that becomes a
Lender hereunder pursuant to Section 10.06) hereby (i) acknowledges that
Credit Suisse is acting under the Intercreditor Agreement in multiple
capacities as the Administrative Agent, the Collateral Agent and the collateral
agent under the Intercreditor Agreement and (ii) waives any conflict of
interest, now contemplated or arising hereafter, in connection therewith and
agrees not to assert against Credit Suisse any claims, causes of action,
damages or liabilities of whatever kind or nature relating thereto.  Each Lender (and each Person that becomes a
Lender hereunder pursuant to Section 10.06) hereby authorizes and directs
Credit Suisse to enter into the Intercreditor Agreement on behalf of such
Lender and agrees that Credit Suisse, in its various capacities thereunder, may
take such actions on its behalf as is contemplated by the terms of the
Intercreditor Agreement.


Article X

MISCELLANEOUS


10.01       Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


(a)           extend or increase the
Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section
8.02) without the written consent of such Lender;


(b)           postpone any date
scheduled for any payment of principal or interest or fees under Section
2.07, 2.08 or 2.09 without the written consent of each Lender
directly affected thereby (provided that the consent of each Lender
shall be required to extend the Maturity Date);


(c)           reduce or forgive the
principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01),
any fees or other amounts payable hereunder or under any other Loan Document,
without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be
necessary to amend the definition of “Default Rate” or to waive any obligation
of the Borrower to pay interest or Letter of Credit Fees at the Default Rate
and such waiver shall not constitute a reduction of the rate of interest
hereunder;


(d)           change the order of
application of any reduction in the Commitments or any prepayment of Loans
between the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05(b), Section 2.06(b), Section
2.06(c) or Section 8.03, respectively, or in any other manner that
materially and adversely affects the Lenders under such Facilities or require
the permanent reduction of the Revolving Credit Facility at any time when all
or a portion of the Term Facility remains in effect  without
the written consent of each such Lender directly affected thereby;


(e)           change any provision of
this Section 10.01 or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required



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to amend,
waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender;


(f)            release all or
substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Lender;


(g)           release all or
substantially all of the value of the Holdings Guaranty or the Subsidiary
Guaranty, without the written consent of each Lender;


(h)           impose any greater
restriction on the ability of any Lender to assign any of its rights or
obligations hereunder without the written consent of Lenders having more than
50% of the Aggregate Credit Exposures then in effect within each of the
following classes of Commitments, Loans and other Credit Extensions:  (i) the class consisting of the Revolving
Credit Commitments, combined on an aggregate basis, and (ii) the class consisting
of the Term Commitments, combined on an aggregate basis.  For purposes of this clause, the aggregate
amount of each Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans shall be deemed to be held by such Lender;


(i)            affect adversely the
interests, rights or obligations of the Revolving Credit Lenders in a manner
substantially different from the effect of such amendment, waiver or consent on
the Term Lenders, unless consented to by the Required Revolving Credit Lenders,
it being understood that any amendment, waiver or consent that has the effect
of curing or waiving any Default and that contemplates a Borrowing in
connection with such amendment, waiver or consent shall require the consent of
the Required Revolving Credit Lenders; or


(j)            affect adversely the
interests, rights or obligations of the Term Lenders in a manner substantially
different from the effect of such amendment, waiver or consent on the Revolving
Credit Lenders, unless consented to by Required Term Lenders;


and provided  further
that, without limiting any requirement that the same be signed or executed by
the Borrower or any other applicable Loan Party, (i) no amendment, waiver or
consent shall, unless in writing and signed by the L/C Issuer in addition to
the Lenders required above, affect the rights or duties of the L/C Issuer under
this Agreement or any L/C Related Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Swing Line Lender in addition to the
Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in
writing and signed by an Agent in addition to the Lenders required above,
affect the rights or duties of, or any fees or other amounts payable to, such
Agent under this Agreement or any other Loan Document; (iv) Section 10.06(i)
may not be amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an SPC at the time of
such amendment, waiver or other modification; and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.


Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders and the Borrower (a) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Obligations and (b) to include appropriately
the



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Lenders
holding such credit facilities in any determination of the Required Lenders
(other than for purposes of the amendment adding such credit facilities).


10.02       Notices and Other
Communications; Facsimile Copies.


(a)           Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (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 telecopier
as follows, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


(i)            if to the Borrower,
the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and


(ii)           if to any other Lender,
to the address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.


Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received. 
Notices sent by telecopier shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices
delivered through electronic communications to the extent provided in subsection
(b) below shall be effective as provided in such subsection (b).


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.  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.


Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available
and identifying the website address therefor.


(c)           Change of Address,
Etc.  Each of the Borrower, the
Administrative Agent, the L/C Issuer and the Swing Line Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender may change



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its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, the L/C Issuer and the
Swing Line Lender.


(d)           Reliance by
Administrative Agent, L/C Issuer and Lenders.  The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon
any notices (including telephonic Committed Loan Notice and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify
the Administrative Agent, the L/C Issuer, each Lender and the Related Parties
of each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower.  All telephonic notices to
and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.


10.03       No Waiver; Cumulative
Remedies.  No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any
such Person in exercising, any right, remedy, power or privilege hereunder or
any other Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.



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10.04       Expenses; Indemnity;
Damage Waiver; No Liability of the L/C Issuer.  (a)  Costs
and Expenses.  The Borrower agrees to
pay on demand (i) all costs and expenses of each Agent and its Affiliates
in connection with the preparation, execution, delivery, administration,
modification and amendment of, or any consent or waiver under, the Loan
Documents (whether or not the transactions contemplated hereby or thereby shall
be consummated) (including, without limitation, (A) all due diligence,
collateral review, arrangement, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of
outside counsel for each Agent with respect thereto, with respect to advising
such Agent as to its rights and responsibilities and ongoing administration of
the Loan Documents, or the perfection, protection, interpretation or
preservation of rights or interests, under the Loan Documents, with respect to
negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries and with respect to presenting claims in or otherwise
participating in or monitoring any bankruptcy, insolvency or other similar
proceeding involving creditors’ rights generally and any proceeding ancillary
thereto), (ii) all costs and expenses incurred by each L/C Issuer in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all costs and
expenses of each Agent, each L/C Issuer and each Lender in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
whether in any action, suit or litigation, or any bankruptcy, insolvency or
other similar proceeding affecting creditors’ rights generally and all costs
and expenses of each Agent and its Affiliates with respect to any negotiations
arising out of any Default (including, without limitation, the fees expenses of
outside counsel for each Agent, the L/C Issuer and each Lender with respect
thereto); provided that the Borrower shall not be required to reimburse the
legal fees and expenses of more than one outside counsel (in addition to
special counsel and up to one local counsel in each applicable local jurisdiction)
for all Persons indemnified under this Section 10.04(a) (which shall be
selected by the Administrative Agent) unless, in the reasonable opinion of the
Administrative Agent, representation of all such indemnified persons would be
inappropriate due to the existence of an actual or potential conflict of
interest.  The Borrower further agrees to
pay any stamp or other taxes that may be payable in connection with the
execution or delivery of any Loan Document.


(b)          Indemnification by
the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each Agent,
each Lender and each L/C Issuer, 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 actual losses (other than lost profit), claims,
damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any outside counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by
the Borrower or any other Loan Party arising out of, in connection with, or as
a result of (i) the execution or delivery of (A) the commitment papers
related to financing the Transaction, (B) this Agreement, (C) any other Loan
Document or (D) any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby and the contemplated use of the proceeds of Credit Extensions
hereunder, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way
to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower or any other Loan Party or any of
the Borrower’s or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto and whether or not any
of the transactions contemplated hereunder or under any of the other Loan
Documents is consummated, in all 



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cases, whether or not caused by or arising,
in whole or in part, out of the comparative, contributory or sole negligence of
the Indemnitee; 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 judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee (or any of its Subsidiaries or their
respective officers, directors, employees or controlling persons).


(c)           Waiver of
Consequential Damages, Etc.  To the
fullest 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, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. 
No Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby.


(d)           No Liability of the
L/C Issuer.  As against the L/C
Issuer, the Agents and the Lenders, the Borrower assumes all risks of the acts
or omissions of any beneficiary or transferee of any Letter of Credit with
respect to its use of such Letter of Credit. 
Neither the L/C Issuer nor any of its officers or directors shall be
liable or responsible for:  (i) the
use that may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (ii) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (iii) payment by the L/C Issuer against presentation
of documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (iv) any other circumstances whatsoever in making or
failing to make payment under any Letter of Credit, except that the Borrower
shall have a claim against the L/C Issuer, and the L/C Issuer shall be liable
to the Borrower, to the extent of any direct, but not consequential, damages
suffered by the Borrower that the Borrower proves were caused by (A) the L/C
Issuer’s willful misconduct or gross negligence as determined in a final
judgment by a court of competent jurisdiction or (B) the L/C Issuer’s grossly
negligent or willful failure to make lawful payment under a Letter of Credit
after the presentation to it of a draft and certificates strictly complying
with the terms and conditions of the Letter of Credit.  In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary.


(e)           If any Loan Party fails
to pay when due any costs, expenses or other amounts payable by it under any
Loan Document, including, without limitation, fees and expenses of counsel and
indemnities, such amount may be paid on behalf of such Loan Party by the
Administrative Agent or any Lender, in its sole discretion.


(f)            Payments.  All amounts due under this Section 10.04
shall be payable not later than ten Business Days after demand therefor.


(g)           Survival.  The agreements in this Section 10.04
shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement
of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.



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10.05       Payments Set Aside.  To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or
any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent, the L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender and the L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of
any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate
per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


10.06       Successors and Assigns.


(a)           Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of Holdings, the Borrower,
the Administrative Agent, the Collateral Agent, the L/C Issuer or the Lenders
that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.


(b)           Each Lender may assign
to one or more assignees all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it); provided, however, that
(i) such assignment must be consented to by the Administrative Agent and
the Borrower (which consent, in either case, may not be unreasonably withheld
or delayed), provided that the consent of the Borrower shall not be
required if an Event of Default under Section 8.01(a) or (f) has
occurred and is continuing, (ii) in the case of any assignments of Term Loans,
the Borrower shall have been given notice by the Administrative Agent (provided
that failure to give such notice shall not invalidate such assignment as
between the assignor and the assignee), (iii) in the case of any
assignment of a Revolving Credit Commitment and/or Outstanding Amounts under
the Revolving Credit Facility, each of the L/C Issuer, the Swing Line Lender
and the Borrower must give its prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed); provided that
the consent of the Borrower shall not be required to any such assignment (A)
during the continuance of any Event of Default, (B) by Credit Suisse in its
capacity as the initial Lender hereunder in connection with the initial
syndication of the Facility (which shall be done in consultation with the
Borrower) during the first 90 days after the earlier of (1) the date of the
third Term Borrowing (or the first or second Term Borrowing, if the entire
amount of the Term Facility is drawn as a part of such Borrowing) and (2) the
date on which the Term Commitments are terminated, or (C) to a Lender or an
Affiliate of a Lender or an Approved Fund, (iv) the amount of the
Commitment 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 $1,000,000 (or,
if less, the entire remaining amount of such Lender’s Commitment) and shall be
in an amount that is an integral multiple of $1,000,000 (or the entire
remaining amount of such Lender’s Commitment), provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an
assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met, (v) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent 



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(or, if previously
agreed with the Administrative Agent, manually), and shall pay to the
Administrative Agent a processing and recordation fee of $3,500 (which fee may
be waived or reduced in the sole discretion of the Administrative Agent),
(vi) the assignee, if it shall not be a Lender immediately prior to the
assignment, shall deliver to the Administrative Agent an Administrative
Questionnaire and the applicable tax forms, (vii) the assignee shall not be the
Borrower or an Affiliate or Subsidiary of the Borrower.  Upon acceptance and recording pursuant to subsection (e)
of this Section 10.06, from and after the effective date specified
in each Assignment and Assumption, (A) 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 (B) 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 or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04 and 10.04, as well as to any Fees accrued for its account
and not yet paid).  Notwithstanding any
other provision of this Agreement, if at any time that no Event of Default has
occurred and is continuing, a Lender proposes to assign all or any portion of
its rights hereunder to any Person that is not a Lender, an Affiliate of a
Lender or an Approved Fund and is not a commercial bank, finance company,
insurance company, financial institution, or other entity that is or will be
engaged in making, purchasing, holding or otherwise investing in bank loans and
similar extensions of credit in the ordinary course of its business (a “Non-Financial Entity”),
then such Lender shall notify the Administrative Agent in writing that such
proposed assignee is a Non-Financial Entity. 
Prior to granting its approval to such proposed assignment, the
Administrative Agent shall notify the Borrower in writing of the identity of
such Non-Financial Entity.  No assignment
shall be made to any Non-Financial Entity that is designated on a good faith
basis by the Borrower, within three Business Days after receipt by the Borrower
of notification from the Administrative Agent pursuant to the immediately
preceding sentence, as a direct or indirect competitor of the Borrower or any
Subsidiary of the Borrower.  The
Administrative Agent shall in no event be liable for the failure of a Lender to
notify the Administrative Agent that any proposed assignee is a Non-Financial
Entity.  The Administrative Agent shall
in no event be liable for the failure to notify the Borrower of an assignment
of a Term Loan pursuant to clause (ii) hereof and failure by the Administrative
Agent to provide such notice shall in no way affect the validity or
effectiveness of such assignment.


(c)           By executing and
delivering an Assignment and Assumption, the assigning Lender thereunder and
the assignee thereunder shall be deemed to confirm to and agree with each other
and the other parties hereto as follows:  (i) such assigning
Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Term
Commitment and Revolving Credit Commitment, and the outstanding balances of its
Term Loans and Revolving Loans (and L/C Obligations, if any), in each case
without giving effect to assignments thereof which have not become effective,
are as set forth in such Assignment and Assumption; (ii) except as set
forth in (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of any Loan
Party or the performance or observance by any Loan Party of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Assumption; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent
financial statements referred to in Section 5.05 or delivered
pursuant to Section 6.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Assumption; (v) such assignee will
independently and without reliance upon the Administrative Agent, the
Collateral Agent, the Arranger, such assigning Lender or any other Lender and
based on such 



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documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(vi) such assignee appoints and authorizes the Administrative Agent and
the Collateral Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent
and the Collateral Agent, respectively, by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.


(d)           The Administrative
Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices in The City of New York 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 owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”).  The entries in the Register shall be
conclusive, absent manifest error, and the Borrower, the Administrative Agent,
the L/C Issuer, the Collateral Agent and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Borrower, the L/C Issuer and the Collateral
Agent, at any reasonable time and from time to time upon reasonable prior
notice.


(e)           Upon its receipt of a
duly completed Assignment and Assumption executed by an assigning Lender and an
assignee, an Administrative Questionnaire and applicable tax forms completed in
respect of the assignee (unless the assignee shall already be a Lender
hereunder) and the written consent of the Swing Line Lender, the L/C Issuer,
the Borrower (to the extent required) and the Administrative Agent to such
assignment, the Administrative Agent shall promptly (i) accept such
Assignment and Assumption, (ii) record the information contained therein in the
Register and (iii) give notice thereof to the L/C Issuer and the Swing
Line Lender.  No assignment shall be
effective unless it has been recorded in the Register as provided in this subsection (e).


(f)            Each Lender may
without the consent of the Borrower, the Swing Line Lender, the L/C Issuer or
the Administrative Agent sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans); provided, however,
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the
participating banks or other entities shall be entitled to the benefit of the
cost protection provisions contained in Sections 3.01 and 3.05
to the same extent as if they were Lenders (but, with respect to any particular
participant, to no greater extent than the Lender that sold the participation
to such participant) and (iv) the Borrower, the Administrative Agent, the
L/C Issuer and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans or L/C Disbursements and to
approve any amendment, modification or waiver of any provision of this
Agreement (other than amendments, modifications or waivers decreasing any fees
payable hereunder or the amount of principal of or the rate at which interest
is payable on the Loans, extending any scheduled principal payment date or date
fixed for the payment of interest on the Loans, increasing or extending the
Commitments or releasing any Guarantor or all or any substantial part of the
Collateral).


(g)           Any Lender or participant
may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 10.06, disclose to the
assignee or participant or proposed assignee or participant any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure of information
designated by the Borrower as confidential, each such assignee or participant
or proposed 



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assignee or
participant shall execute an agreement whereby such assignee or participant
shall agree (subject to customary exceptions) to preserve the confidentiality
of such confidential information on terms no less restrictive than those
applicable to the Lenders pursuant to Section 10.07.


(h)           Any Lender may at any
time, without the consent of or notice to any Person, assign all or any portion
of its rights under this Agreement to secure extensions of credit to such
Lender or in support of obligations owed by such Lender; provided that
no such assignment shall release a Lender from any of its obligations hereunder
or substitute any such assignee for such Lender as a party hereto.


(i)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle (an “SPC”),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  In
addition, notwithstanding anything to the contrary contained in this Section
10.06, any SPC may (i) with notice to, but without the prior written
consent of, the Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the
Borrower and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of Loans
and (ii) disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC.


(j)            Neither Holdings nor
the Borrower shall assign or delegate any of its rights or duties hereunder
without the prior written consent of the Administrative Agent, the L/C Issuer
and each Lender, and any attempted assignment without such consent shall be
null and void.


(k)           In the event
(i) any Lender or L/C Issuer delivers a certificate requesting
compensation pursuant to Section 3.01, (ii) any Lender or the
L/C Issuer delivers a notice described in Section 3.02,
(iii) the Borrower is required to pay any additional amount to any Lender
or the L/C Issuer or any Governmental Authority on account of any Lender or the
L/C Issuer pursuant to Section 3.04 or (iv) any Lender does not
consent to a proposed amendment, modification or waiver of this Agreement
requested by the Borrower which requires the consent of all of the Lenders or
all of the Lenders under any Facility to become effective (and which is
approved by at least the Required Lenders), the Borrower may, at its sole
expense and effort (including with respect to the processing and recordation
fee referred to in Section 10.06(b)), upon notice to such Lender or
the L/C Issuer and the Administrative Agent, require such Lender or the L/C
Issuer to transfer and assign, without recourse (in accordance with and subject
to the restrictions contained in Section 10.06), all of its
interests, rights and obligations under this Agreement to an assignee
reasonably acceptable to the Borrower, such acceptance not to be unreasonably 



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withheld or
delayed, that shall assume such assigned obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (x)
such assignment shall not conflict with any law, rule or regulation or order of
any court or other Governmental Authority having jurisdiction, (y) solely
with respect to replacements of Lenders pursuant to clause (i), (ii) or (iii)
of this Section 10.06(k), the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Credit
Commitment is being assigned, of the L/C Issuer and the Swing Line Lender),
which consent shall not unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender or the L/C Issuer in
immediately available funds an amount equal to the sum of the principal of and
interest accrued to the date of such payment on the outstanding Loans or L/C
Disbursements of such Lender or the L/C Issuer, respectively, plus all Fees and
other amounts accrued for the account of such Lender or the L/C Issuer
hereunder (including any amounts under Section 3.01 and Section 3.04);
provided further that, if prior to any such
transfer and assignment, the circumstances or event that resulted in such
Lender’s or the L/C Issuer’s claim for compensation under Section 3.01
or notice under Section 3.02 or the amounts paid pursuant to Section 3.04,
as the case may be, cease to cause such Lender or the L/C Issuer to suffer
increased costs or reductions in amounts received or receivable or reduction in
return on capital, or cease to have the consequences specified in Section 3.02,
or cease to result in amounts being payable under Section 3.04, as
the case may be (including as a result of any action taken by such Lender or
the L/C Issuer pursuant to Section 3.06), or if such Lender or the L/C
Issuer shall waive its right to claim further compensation under Section 3.01
in respect of such circumstances or event or shall withdraw its notice under Section 3.02
or shall waive its right to further payments under Section 3.04 in
respect of such circumstances or event, as the case may be, then such Lender or
the L/C Issuer shall not thereafter be required to make any such transfer and
assignment hereunder.  In connection with
any such replacement, if the replaced Lender does not execute and deliver to
the Administrative Agent a duly completed Assignment and Assumption reflecting
such replacement within five Business Days of the date on which the replacement
Lender executes and delivers such Assignment and Assumption to the replaced
Lender, then such replaced Lender shall be deemed to have executed and
delivered such Assignment and Assumption. 
This Section 10.06(k) shall supersede any provision of Section
2.13 to the contrary.


10.07       Treatment of Certain
Information; Confidentiality..  Each
of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates and to its Affiliates’ respective
partners, directors, officers, employees, agents, advisors, trustees and
representatives (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it;
(c) to the extent  required by
applicable Laws or regulations or by any subpoena or similar legal process (in
which case such Person agrees, to the extent permitted by applicable law or
such compulsory legal process, to use commercially reasonable efforts to inform
the Borrower thereof prior to such disclosure); (d) to any other party to this
Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section 10.07, to (i) any
permitted assignee of or participant in, or any prospective permitted assignee
of or participant in, any of its rights or obligations under this Agreement or
(ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty’s or prospective counterparty’s
professional advisor) to any credit derivative transaction relating to
obligations of the Loan Parties; (g) with the consent of the Borrower;
(h) to the extent such Information (i) is or becomes publicly
available other than as a result of a breach of this Section 10.07 or
(ii) is or becomes available to the Administrative Agent, any Lender, the
L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower; (i) to any state, Federal or foreign
authority or examiner (including the National Association of Insurance
Commissioners or any other similar organization) regulating any Lender; or (j)
(i) an investor or prospective investor in 



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securities
issued by an Approved Fund of any Lender that also agrees that Information
shall be used solely for the purpose of evaluating an investment in such
securities issued by an Approved Fund of any Lender, (ii) to a trustee,
collateral manager, servicer, backup servicer, noteholder or secured party in
securities issued by an Approved Fund of any Lender in connection with the
administration, servicing and reporting on the assets serving as collateral for
securities issued by such Approved Fund, or (iii) to a nationally recognized
rating agency that requires access to information regarding the Loan Parties,
the Loans and the Loan Documents in connection with ratings issued in respect
of securities issued by an Approved Fund of any Lender (it being understood
that, prior to any such disclosure, such parties shall undertake to preserve
the confidentiality of any Information relating to the Loan Parties, the Loans
and the Loan Documents received by it from such Lender).  In addition, the Administrative Agent, the
L/C Issuer and the Lenders may disclose the existence of this Agreement and nonconfidential
information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agents and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.07,
“Information”
means all information received from any Loan Party relating to any Loan Party
or its business, other than any such information that is available to the
Administrative Agent, the L/C Issuer or any Lender on a nonconfidential basis
prior to disclosure by any Loan Party. 
Any Person required to maintain the confidentiality of Information as
provided in this Section 10.07 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.  The
Borrower shall have the right to approve any public advertisement or other public
notice issued or placed by the Agents with respect to the Loan Documents and
the transactions thereunder, which approval shall not be unreasonably
withheld.  Notwithstanding anything
herein to the contrary, any party to this Agreement (and any employee,
representative or other agent of such party) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transactions contemplated by this Agreement and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure, except that (a) tax treatment and tax
structure shall not include the identity of any existing or future party (or
any affiliate of such party) to this Agreement, and (b) no party shall disclose
any information relating to such tax treatment and tax structure to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.  For this purpose, the
tax treatment of the transactions contemplated by this Agreement is the
purported or claimed U.S. federal income tax treatment of such transactions and
the tax structure of such transactions is any fact that may be relevant to
understanding the purported or claimed U.S. federal income tax treatment of
such transactions.  Anything contained
herein to the contrary notwithstanding, if the Borrower shall have given notice
to the Administrative Agent (whether before or after the Closing Date) that any
Person is unacceptable to the Borrower as a Lender, the Administrative Agent
shall be permitted to disclose the identity of any such Person so designated by
the Borrower to any Person.


10.08       Right of Setoff.  Upon
(a) the occurrence and during the continuance of an Event of Default under
Section 8.01(a), (b) an exercise or remedies under Section 8.02(b)
or (c) amounts becoming due and payable pursuant to the proviso to Section 8.02,
each Lender, the L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any
time held (other than deposits in accounts that have been specifically
designated to such Lender as payroll accounts or trust accounts and that meet
the requirements for payroll accounts or trust accounts, as the case may be,
set forth in Section 6.17(b)) and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such
Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the obligations of the Borrower or such Loan Party
now or hereafter existing under this Agreement or any other Loan Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or
the 



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L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section 10.08
are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


10.09       Interest Rate Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum
Rate”).  If any Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted
for, charged, or received by an Agent or a Lender exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the Obligations
hereunder.


10.10       Release of Collateral.  Upon the sale, lease, transfer or other
disposition of any item of Collateral of any Loan Party (including, without
limitation, as a result of the sale, in accordance with the terms of the Loan
Documents, of a Subsidiary Guarantor that owns such Collateral but excluding
Dispositions among Loan Parties) in accordance with the terms of the Loan
Documents, the security interest created in such item of Collateral under the
Collateral Documents shall be automatically released and the Collateral Agent
will, at the Borrower’s expense, execute and deliver to such Loan Party such
documents as such Loan Party may reasonably request to evidence the release of
such item of Collateral from the assignment and security interest granted under
the Collateral Documents in accordance with the terms of the Loan Documents and,
if applicable, the release of such Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty.  Upon the
payment in full of all Obligations (including all obligations under any Secured
Hedge Agreements and, in the case of any outstanding Letters of Credit, payment
to the Administrative Agent for the account of the L/C Issuer of amounts
sufficient to fully Cash Collateralize the aggregate undrawn amounts thereof,
but excluding for this purpose any Unaccrued Indemnity Claims) after the later
of the Maturity Date for the Revolving Credit Facility and the Term Facility
and the termination of all of the Commitments, the Agents shall take such
action as may be reasonably required by the Borrower, at the expense of the
Borrower, to release the Liens created by the Loan Documents.


10.11       Counterparts;
Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents,
together with the last two sentences of paragraph 9, the fourth through
ninth sentences of paragraph 11, and each of paragraphs 5, 6, 10, 12,
13, 14, 15 and 17, in each case, of the letter agreement dated December
11, 2006 between the Sponsor and Credit Suisse (as may be  amended from time to time, the “Commitment Letter”),
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.  The Borrower agrees that it will execute and
deliver such amendments to the Loan Documents as shall be necessary to give
effect to the provisions of the Fee Letter and such surviving paragraphs of the
Commitment Letter.  Except as provided in
Section 4.01, this 



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Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or PDF (or
similar file) by electronic mail shall be effective as delivery of a manually
executed counterpart of this Agreement.


10.12       Survival of
Representations and Warranties.  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by each Agent and each Lender, regardless of any
investigation made by any Agent or any Lender or on their behalf and
notwithstanding that any Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


10.13       Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


10.14       USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act.


10.15       Governing Law;
Jurisdiction; Etc.


(a)           GOVERNING LAW.  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


(b)           SUBMISSION TO
JURISDICTION.  THE BORROWER
AND EACH OTHER LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK
CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY, 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 ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST 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 



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THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS, ANY LENDER OR THE L/C ISSUER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.


(c)           WAIVER OF VENUE.  THE BORROWER AND EACH
OTHER LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT 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 OF THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT.  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)           SERVICE OF PROCESS.  EACH LOAN
PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.02. 
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY AGENT OR ANY
LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


10.16       WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE AGENTS AND THE
LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS, THE LETTERS OF CREDIT OR
THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


10.17       ENTIRE AGREEMENT   THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


[Remainder
of Page Intentionally Blank]



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


	
   

  	
  WII MERGER CORPORATION, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent
  and Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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 2
 









Initial Lenders


	
   

  	
  CREDIT
  SUISSE,

  
	
   

  	
  Cayman Islands Branch, as Lender, L/C Issuer and

  
	
   

  	
  Swing Line Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Name:

  
	
   

  	
   

  	
  Title:

  
								



 



 3
 









 


	
   

  	
  [INSERT NAME OF INITIAL LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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