Exhibit 10.1


    Exhibit
      10.1

     

    
      

      

    

    
 

    
      	
               

              AMENDED
                AND RESTATED CREDIT AGREEMENT

               

              Dated
                as of May 24, 2007

               

              among

               

              ODYSSEY
                HEALTHCARE OPERATING A, LP,

               

              ODYSSEY
                HEALTHCARE OPERATING B, LP, and

               

              HOSPICE
                OF THE PALM COAST, INC.

               

              as
                Borrowers,

               

              THE
                OTHER CREDIT PARTIES SIGNATORY HERETO,

               

              as
                Credit Parties,

               

              THE
                LENDERS SIGNATORY HERETO

               

              FROM
                TIME TO TIME,

               

              as
                Lenders,

               

              and

               

              GENERAL
                ELECTRIC CAPITAL CORPORATION,

               

              as
                Agent and Lender

               

              GECC
                CAPITAL MARKETS GROUP, INC.,

               

              as
                Lead Arranger

               

            


    

    


    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      

        
          	
                  TABLE
                    OF CONTENTS

                	 
	 	 	 	
                  Page

                
	
                  1.
                    AMOUNT
                    AND TERMS OF CREDIT

                	
                  2

                
	
                  1.1.

                	 	
                  Credit
                    Facilities.

                	
                  2

                
	
                  1.2.

                	 	
                  Letters
                    of Credit.

                	
                  3

                
	
                  1.3.

                	 	
                  Prepayments.

                	
                  4

                
	
                  1.4.

                	 	
                  Use
                    of Proceeds.

                	
                  5

                
	
                  1.5.

                	 	
                  Interest
                    and Applicable Margins.

                	
                  6

                
	
                  1.6.

                	 	
                  [Intentionally
                    Omitted]

                	
                  7

                
	
                  1.7.

                	 	
                  [Intentionally
                    Omitted].

                	
                  8

                
	
                  1.8.

                	 	
                  Cash
                    Management Systems.

                	
                  8

                
	
                  1.9.

                	 	
                  Fees.

                	
                  9

                
	
                  1.10.

                	 	
                  Receipt
                    of Payments.

                	
                  9

                
	
                  1.11.

                	 	
                  Application
                    and Allocation of Payments.

                	
                  9

                
	
                  1.12.

                	 	
                  Loan
                    Account and Accounting.

                	
                  9

                
	
                  1.13.

                	 	
                  Indemnity.

                	
                  10

                
	
                  1.14.

                	 	
                  Access.

                	
                  11

                
	
                  1.15.

                	 	
                  Taxes.

                	
                  12

                
	
                  1.16.

                	 	
                  Capital
                    Adequacy; Increased Costs; Illegality.

                	
                  12

                
	
                  1.17.

                	 	
                  Single
                    Loan; Joint and Several Obligations.

                	
                  14

                
	
                  2.
                    CONDITIONS
                    PRECEDENT

                	
                  15

                
	
                  2.1.

                	 	
                  Conditions
                    to the Initial Loans.

                	
                  15

                
	
                  2.2.

                	 	
                  Further
                    Conditions to Each Loan.

                	
                  16

                
	
                  3.
                    REPRESENTATIONS
                    AND WARRANTIES

                	
                  17

                
	
                  3.1.

                	 	
                  Existence;
                    Compliance with Law.

                	
                  17

                
	
                  3.2.

                	 	
                  Executive
                    Offices, Collateral Locations, FEIN.

                	
                  17

                
	
                  3.3.

                	 	
                  Power,
                    Authorization, Enforceable Obligations.

                	
                  18

                
	
                  3.4.

                	 	
                  Financial
                    Statements and Projections.

                	
                  18

                
	
                  3.5.

                	 	
                  Material
                    Adverse Effect.

                	
                  19

                
	
                  3.6.

                	 	
                  Ownership
                    of Property; Liens.

                	
                  20

                
	
                  3.7.

                	 	
                  Labor
                    Matters.

                	
                  20

                
	
                  3.8.

                	 	
                  Ventures,
                    Subsidiaries and Affiliates; Outstanding Stock and
                    Indebtedness.

                	
                  20

                
	
                  3.9.

                	 	
                  Government
                    Regulation.

                	
                  21

                
	
                  3.10.

                	 	
                  Margin
                    Regulations.

                	
                  21

                
	
                  3.11.

                	 	
                  Taxes.

                	
                  21

                
	
                  3.12.

                	 	
                  ERISA.

                	
                  22

                
	
                  3.13.

                	 	
                  No
                    Litigation.

                	
                  23

                
	
                  3.14.

                	 	
                  Brokers.

                	
                  23

                
	
                  3.15.

                	 	
                  Intellectual
                    Property.

                	
                  23

                
	
                  3.16.

                	 	
                  Full
                    Disclosure.

                	
                  24

                
	
                  3.17.

                	 	
                  Environmental
                    Matters.

                	
                  24

                
	
                  3.18.

                	 	
                  Insurance.

                	
                  25

                
	
                  3.19.

                	 	
                  Deposit
                    and Disbursement Accounts.

                	
                  25

                
	
                  3.20.

                	 	
                  [Intentionally
                    Omitted]

                	
                  25

                
	
                  3.21.

                	 	
                  [Intentionally
                    Omitted]

                	
                  25

                
	
                  3.22.

                	 	
                  Agreements
                    and Other Documents.

                	
                  25

                
	
                  3.23.

                	 	
                  Solvency.

                	
                  26

                
	
                  3.24.

                	 	
                  Compliance
                    With Health Care Laws.

                	
                  26

                
	
                  3.25.

                	 	
                  HIPAA
                    Compliance.

                	
                  27

                


        

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.
                    FINANCIAL
                    STATEMENTS AND INFORMATION

                	
                  28

                
	
                  4.1.

                	 	
                  Reports
                    and Notices.

                	
                  28

                
	
                  4.2.

                	 	
                  Communication
                    with Accountants.

                	
                  28

                
	
                  5.
                    AFFIRMATIVE
                    COVENANTS

                	
                  28

                
	
                  5.1.

                	 	
                  Maintenance
                    of Existence and Conduct of Business.

                	
                  28

                
	
                  5.2.

                	 	
                  Payment
                    of Charges.

                	
                  29

                
	
                  5.3.

                	 	
                  Books
                    and Records.

                	
                  29

                
	
                  5.4.

                	 	
                  Insurance;
                    Damage to or Destruction of Collateral.

                	
                  29

                
	
                  5.5.

                	 	
                  Compliance
                    with Laws and Corporate Integrity Agreement.

                	
                  31

                
	
                  5.6.

                	 	
                  Supplemental
                    Disclosure.

                	
                  31

                
	
                  5.7.

                	 	
                  Intellectual
                    Property.

                	
                  31

                
	
                  5.8.

                	 	
                  Environmental
                    Matters.

                	
                  32

                
	
                  5.9.

                	 	
                  Landlords’
                    Agreements, Mortgagee Agreements, Bailee Letters, Lease Performance
                    and
                    Real Estate Purchases.

                	
                  32

                
	
                  5.10.

                	 	
                  Further
                    Assurances.

                	
                  33

                
	
                  5.11.

                	 	
                  Non-Guarantor
                    Subsidiaries.

                	
                  33

                
	
                  6.
                    NEGATIVE
                    COVENANTS

                	
                  34

                
	
                  6.1.

                	 	
                  Mergers,
                    Subsidiaries, Etc.

                	
                  34

                
	
                  6.2.

                	 	
                  Investments;
                    Loans and Advances.

                	
                  36

                
	
                  6.3.

                	 	
                  Indebtedness.

                	
                  37

                
	
                  6.4.

                	 	
                  Employee
                    Loans and Affiliate Transactions.

                	
                  37

                
	
                  6.5.

                	 	
                  Capital
                    Structure and Business.

                	
                  38

                
	
                  6.6.

                	 	
                  Guaranteed
                    Indebtedness.

                	
                  38

                
	
                  6.7.

                	 	
                  Liens.

                	
                  38

                
	
                  6.8.

                	 	
                  Sale
                    of Stock and Assets.

                	
                  39

                
	
                  6.9.

                	 	
                  ERISA.

                	
                  39

                
	
                  6.10.

                	 	
                  Financial
                    Covenants.

                	
                  39

                
	
                  6.11.

                	 	
                  Hazardous
                    Materials.

                	
                  39

                
	
                  6.12.

                	 	
                  Sale-Leasebacks.

                	
                  40

                
	
                  6.13.

                	 	
                  Cancellation
                    of Indebtedness.

                	
                  40

                
	
                  6.14.

                	 	
                  Restricted
                    Payments.

                	
                  40

                
	
                  6.15.

                	 	
                  Change
                    of Corporate Name or Location; Change of Fiscal Year.

                	
                  40

                
	
                  6.16.

                	 	
                  No
                    Impairment of Intercompany Transfers.

                	
                  41

                
	
                  6.17.

                	 	
                  No
                    Speculative Transactions.

                	
                  41

                
	
                  6.18.

                	 	
                  Leases;
                    Real Estate Purchases.

                	
                  41

                
	
                  6.19.

                	 	
                  Business
                    Associate Agreement.

                	
                  41

                


        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        
          	
                  7.
                    TERM

                	
                  42

                
	
                  7.1.

                	 	
                  Termination.

                	
                  42

                
	
                  7.2.

                	 	
                  Survival
                    of Obligations Upon Termination of Financing Arrangements.

                	
                  42

                
	
                  8.
                    EVENTS
                    OF DEFAULT; RIGHTS AND REMEDIES

                	
                  43

                
	
                  8.1.

                	 	
                  Events
                    of Default.

                	
                  43

                
	
                  8.2.

                	 	
                  Remedies.

                	
                  44

                
	
                  8.3.

                	 	
                  Waivers
                    by Credit Parties.

                	
                  45

                
	
                  9.
                    ASSIGNMENT
                    AND PARTICIPATIONS; APPOINTMENT OF AGENT

                	
                  46

                
	
                  9.1.

                	 	
                  Assignment
                    and Participations.

                	
                  46

                
	
                  9.2.

                	 	
                  Appointment
                    of Agent.

                	
                  47

                
	
                  9.3.

                	 	
                  Agent's
                    Reliance, Etc.

                	
                  47

                
	
                  9.4.

                	 	
                  GE
                    Capital and Affiliates.

                	
                  47

                
	
                  9.5.

                	 	
                  Lender
                    Credit Decision.

                	
                  48

                
	
                  9.6.

                	 	
                  Indemnification.

                	
                  48

                
	
                  9.7.

                	 	
                  Successor
                    Agent.

                	
                  48

                
	
                  9.8.

                	 	
                  Setoff
                    and Sharing of Payments.

                	
                  49

                
	
                  9.9.

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

                	
                  50

                
	
                  10.
                    SUCCESSORS
                    AND ASSIGNS

                	
                  52

                
	
                  10.1.

                	 	
                  Successors
                    and Assigns.

                	
                  52

                
	
                  11.
                    MISCELLANEOUS

                	
                  53

                
	
                  11.1.

                	 	
                  Complete
                    Agreement; Modification of Agreement.

                	
                  53

                
	
                  11.2.

                	 	
                  Amendments
                    and Waivers.

                	
                  54

                
	
                  11.3.

                	 	
                  Fees
                    and Expenses.

                	
                  55

                
	
                  11.4.

                	 	
                  No
                    Waiver.

                	
                  56

                
	
                  11.5.

                	 	
                  Remedies.

                	
                  56

                
	
                  11.6.

                	 	
                  Severability.

                	
                  56

                
	
                  11.7.

                	 	
                  Conflict
                    of Terms.

                	
                  56

                
	
                  11.8.

                	 	
                  Confidentiality.

                	
                  57

                
	
                  11.9.

                	 	
                  GOVERNING
                    LAW.

                	
                  57

                
	
                  11.10.

                	 	
                  Notices.

                	
                  58

                
	
                  11.11.

                	 	
                  Section
                    Titles.

                	
                  59

                
	
                  11.12.

                	 	
                  Counterparts.

                	
                  59

                
	
                  11.13.

                	 	
                  WAIVER
                    OF JURY TRIAL.

                	
                  59

                
	
                  11.14.

                	 	
                  Press
                    Releases and Related Matters.

                	
                  59

                
	
                  11.15.

                	 	
                  Reinstatement.

                	
                  60

                
	
                  11.16.

                	 	
                  Advice
                    of Counsel.

                	
                  60

                
	
                  11.17.

                	 	
                  No
                    Strict Construction.

                	
                  60

                
	
                  11.18.

                	 	
                  USA
                    PATRIOT Act Notice.

                	
                  60

                
	
                  11.19.

                	 	
                  Effect
                    of Amendment and Restatement on Existing Credit Agreement.

                	
                  61

                


        

         

        
          
            
            

          

          
            -iii-

            
              

            

          

          
            
            

          

        

        
          	
                  12.
                    CROSS-GUARANTY

                	
                  62

                
	
                  12.1.

                	 	
                  Cross-Guaranty.

                	
                  62

                
	
                  12.2.

                	 	
                  Waivers
                    by Borrowers.

                	
                  63

                
	
                  12.3.

                	 	
                  Benefit
                    of Guaranty.

                	
                  63

                
	
                  12.4.

                	 	
                  Subordination
                    of Subrogation, Etc.

                	
                  63

                
	
                  12.5.

                	 	
                  Election
                    of Remedies.

                	
                  63

                
	
                  12.6.

                	 	
                  Limitation.

                	
                  64

                
	
                  12.7.

                	 	
                  Contribution
                    with Respect to Guaranty Obligations.

                	
                  64

                
	
                  12.8.

                	 	
                  Liability
                    Cumulative.

                	
                  65

                


        

      

    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    INDEX
      OF APPENDICES

     

    
      	
              Annex
                A (Recitals)

            	
              -

            	
              Definitions

            
	
              Annex
                B (Section 1.2)

            	
              -

            	
              Letters
                of Credit

            
	
              Annex
                C (Section 1.8)

            	
              -

            	
              Cash
                Management System

            
	
              Annex
                D (Section 2.1(a))

            	
              -

            	
              Closing
                Checklist

            
	
              Annex
                E (Section 4.1(a))

            	
              -

            	
              Financial
                Statements and Projections -Reporting

            
	
              Annex
                F (Section 6.10)

            	
              -

            	
              Financial
                Covenants

            
	
              Annex
                G (Section 9.9(a))

            	
              -

            	
              Lenders'
                Wire Transfer Information

            
	
              Annex
                H (Section 11.10)

            	
              -

            	
              Notice
                Addresses

            
	
              
                Annex
                  I (from Annex A-Commitments
                  definition)

              

            	
              -

            	
              Commitments
                as of Closing Date

            


    

     

    
      	
              Exhibit
                1.1(a)(i)

            	
              -

            	
              Form
                of Notice of Revolving Credit Advance

            
	
              Exhibit
                1.1(a)(ii)

            	
              -

            	
              Form
                of Revolving Note

            
	
              Exhibit
                1.5(e)

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                9.1(a)

            	
              -

            	
              Form
                of Assignment Agreement

            


    

     

    
      	
              Schedule
                1.1

            	
              -

            	
              Agent's
                Representatives

            
	
              Disclosure
                Schedule 3.1

            	
              -

            	
              Type
                of Entity; State of Organization

            
	
              Disclosure
                Schedule 3.2

            	
              -

            	
              Executive
                Offices; Collateral Locations; FEIN

            
	
              Disclosure
                Schedule 3.4(a)

            	
              -

            	
              Financial
                Statements

            
	
              Disclosure
                Schedule 3.4(b)

            	
              -

            	
              Projections

            
	
              Disclosure
                Schedule 3.6

            	
              -

            	
              Real
                Estate and Leases

            
	
              Disclosure
                Schedule 3.7

            	
              -

            	
              Labor
                Matters

            
	
              Disclosure
                Schedule 3.8

            	
              -

            	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock

            
	
              Disclosure
                Schedule 3.11

            	
              -

            	
              Tax
                Matters

            
	
              Disclosure
                Schedule 3.12

            	
              -

            	
              ERISA
                Plans

            
	
              Disclosure
                Schedule 3.13

            	
              -

            	
              Litigation

            
	
              Disclosure
                Schedule 3.15

            	
              -

            	
              Intellectual
                Property

            
	
              Disclosure
                Schedule 3.17

            	
              -

            	
              Hazardous
                Materials

            
	
              Disclosure
                Schedule 3.18

            	
              -

            	
              Insurance

            
	
              Disclosure
                Schedule 3.19

            	
              -

            	
              Deposit
                and Disbursement Accounts

            
	
              Disclosure
                Schedule 3.22

            	
              -

            	
              Material
                Agreements

            
	
              Disclosure
                Schedule 3.24

            	
              -

            	
              Medicare/Medicaid

            
	
              Disclosure
                Schedule 6.3

            	
              -

            	
              Indebtedness

            
	
              Disclosure
                Schedule 6.4(a)

            	
              -

            	
              Transactions
                with Affiliates

            
	
              Disclosure
                Schedule 6.7

            	
              -

            	
              Existing
                Liens

            


    

    


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    



    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    This
      AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 24, 2007 among ODYSSEY
      HEALTHCARE OPERATING A, LP, a Delaware limited partnership ("OpCoA"),
      ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership
      ("OpCoB"),
      HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation
      ("Palm
      Coast";
      OpCoA,
      OpCoB and Palm Coast being referred to together as the "Borrowers"
      and each
      individually as a "Borrower"),
      the
      other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION,
      a
      Delaware corporation (in its individual capacity, "GE
      Capital"),
      for
      itself, as Lender, and as Agent for Lenders; and the other Lenders signatory
      hereto from time to time.

     

    RECITALS

     

    WHEREAS,
      Borrowers are each a party to that certain Credit Agreement dated as of May
      14,
      2004, by and among Agent, GE Capital as the sole lender party thereto, Borrowers
      and the other Credit Parties signatory from time to time thereto, as amended
      by
      that certain Consent and Amendment No. 1 to Credit Agreement dated as of
      November 1, 2004, as further amended by that certain Waiver and Amendment No.
      2
      to Credit Agreement dated as of February 22, 2006, as further amended by that
      certain Consent, Waiver and Amendment No. 3 to Credit Agreement dated as of
      September 29, 2006, as further amended by that certain Consent and Amendment
      No.
      4 to Credit Agreement dated as of October 19, 2006, as further amended by that
      certain Amendment No. 5 to Credit Agreement dated as of May 4, 2007 and as
      further amended by that certain Amendment No. 6 to Credit Agreement dated as
      of
      May 14, 2007 (the "Existing
      Credit Agreement");

     

    WHEREAS,
      the parties desire to amend and restate the Existing Credit Agreement to, among
      other things, (a) increase the amount of the Revolving Loan Commitment and
      (b)
      provide (i) working capital financing for Borrowers, (ii) funds for Permitted
      Acquisitions, Restricted Payments and other general corporate purposes of
      Borrowers and (iii) funds for other purposes permitted hereunder; and for these
      purposes, Lenders are willing to make certain loans and other extensions of
      credit to Borrowers of up to such amount upon the terms and conditions set
      forth
      herein; and

     

    WHEREAS,
      Borrowers have secured all of their obligations under the Loan Documents by
      granting to Agent, for the benefit of Agent and Lenders, a security interest
      in
      and lien upon substantially all of their existing personal property and
      after-acquired personal property; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    WHEREAS,
      each Credit Party, other than Borrowers and the Non-Guarantor Subsidiaries,
      has
      guaranteed all of the obligations of Borrowers to Agent and Lenders under the
      Loan Documents and granted to Agent, for the benefit of Agent and Lenders,
      a
      security interest in and lien upon substantially all of its existing personal
      property and after-acquired personal property, including, without limitation,
      the Stock of each Subsidiary owned by such Credit Party to secure such guaranty;
      and

     

    WHEREAS,
      capitalized terms used in this Agreement shall have the meanings ascribed to
      them in Annex A
      and, for
      purposes of this Agreement and the other Loan Documents, the rules of
      construction set forth in Annex A
      shall
      govern. All Annexes, Disclosure Schedules, Exhibits and other attachments
      (collectively, "Appendices")
      hereto,
      or expressly identified to this Agreement, are incorporated herein by reference,
      and taken together with this Agreement, shall constitute but a single agreement.
      These Recitals shall be construed as part of the Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained, and for other good and valuable consideration, the parties hereto
      agree as follows:

     

    
      	
              1.

            	
              AMOUNT
                AND TERMS OF CREDIT

            


    

     

    1.1. Credit
      Facilities.

     

    (a) Revolving
      Credit Facility.

     

    (i) Subject
      to
      the terms and conditions hereof, each Lender agrees to make available to
      Borrowers from time to time until the Commitment Termination Date its Pro Rata
      Share of advances (each, a "Revolving
      Credit Advance").
      The
      Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed
      its separate Revolving Loan Commitment and the Revolving Loans of all Lenders
      shall not at any time exceed the Maximum Amount. The obligations of each Lender
      hereunder shall be several and not joint. Until the Commitment Termination
      Date,
      Borrowers may from time to time borrow, repay and reborrow under this
Section 1.1(a).
      Each
      Revolving Credit Advance shall be made on notice by Borrowers to one of the
      representatives of Agent identified in Schedule 1.1
      at the
      address specified therein. Any such notice must be given no later than (1)
      noon
      (New York time) on the Business Day of the proposed Revolving Credit Advance,
      in
      the case of an Index Rate Loan, or (2) noon (New York time) on the date
      which is 3 Business Days prior to the proposed Revolving Credit Advance, in
      the
      case of a LIBOR Loan. Each such notice (a "Notice
      of Revolving Credit Advance")
      must be
      given in writing (by telecopy or overnight courier) substantially in the form
      of
Exhibit
      1.1(a)(i),
      and
      shall include the information required in such Exhibit and such other
      information as may be reasonably required by Agent. If Borrowers desire to
      have
      the Revolving Credit Advances bear interest by reference to a LIBOR Rate,
      Borrowers must comply with Section 1.5(e).

     

    (ii) Except
      as
      provided in Section 1.12,
      each
      Borrower shall execute and deliver to each Lender a note to evidence the
      Revolving Loan Commitment of that Lender. Each note shall be in the principal
      amount of the Revolving Loan Commitment of the applicable Lender, dated the
      Closing Date and substantially in the form of Exhibit 1.1(a)(ii)
      (each a
      "Revolving
      Note"
      and,
      collectively, the "Revolving
      Notes").
      Each
      Revolving Note shall represent the joint and several obligation of each Borrower
      to pay the full principal amount of the applicable Lender's Revolving Loan
      Commitment or, if less, such Lender's Pro Rata Share of the aggregate unpaid
      principal amount of all Revolving Credit Advances together with interest thereon
      as prescribed in Section 1.5.
      The
      entire unpaid balance of the aggregate Revolving Loan and all other
      non-contingent Obligations shall be due and payable in full in immediately
      available funds on the Commitment Termination Date.

     

    (iii) [Intentionally
      Omitted].

     

    (iv) The
      Borrowers may request, in writing, that the then effective Revolving Loan
      Commitments be increased by up to $10,000,000, which increase shall be effective
      upon (i) the receipt by Agent of written commitments by one or more Lenders
      (which may include new Lenders to this Agreement by means of a joinder in form
      and substance reasonably satisfactory to Agent) to provide the entirety of
      such
      increased amount and (ii) satisfaction of each of the following conditions:
      (A)
      no Event of Default shall have occurred and be continuing or shall occur as
      a
      result of such increase in Revolving Loan Commitments, in each case as of the
      time of the making of such request by Borrowers for such increase through and
      including the date, if any, that the Revolving Loan Commitment has been so
      increased, (B) no Material Adverse Effect shall have occurred as of the time
      of
      the making of such request by Borrowers for such increase through and including
      the date, if any, that the Revolving Loan Commitment has been so increased,
      (C)
      each Credit Party shall, and shall cause its Subsidiaries to, execute and
      deliver such documents and instruments and take such other actions (including,
      without limitation, executing and issuing new Revolving Notes) as may be
      reasonably requested by the Agent in connection with such increase, (D) GE
      Capital, for its own account, shall have received payment in full from Borrowers
      of an arranger fee, if any, referred to in the GE Capital Fee Letter, (E) the
      Lender or Lenders providing such incremental increase in the Revolving Loan
      Commitments shall have received payment in full from Borrowers of any closing
      fee required by such Lenders in connection with such commitment increase and
      (F)
      Borrowers shall have delivered a certificate, in form and substance reasonably
      satisfactory to Agent, indicating that all of the conditions to such increase
      set forth in this clause (iv) have been satisfied. No Lender shall have any
      obligation, without such Lender's written consent, to increase its individual
      Revolving Loan Commitment pursuant to this clause (iv). Within two (2) Business
      Days of the consummation of any increase to the Revolving Loan Commitments
      contemplated by this clause (iv), the Lenders shall effect such inter-Lender
      transfers and settlements necessary to give effect to changes in the Pro Rata
      Shares as a result of such increase. Any Lender that shall fail to receive
      full
      settlement within such two (2) Business Day period shall be entitled to receive
      interest thereon at the Index Rate from the Lender or Lenders that shall have
      failed to make full settlement. Agent hereby agrees to use its best efforts
      to
      solicit Lender commitments to Borrowers' request for any such increased amount
      pursuant to this clause (iv).

     

    (b) [Intentionally
      Omitted].

     

    (c) [Intentionally
      Omitted]

     

    (d) Reliance
      on Notices.
      Agent
      shall be entitled to rely upon, and shall be fully protected in relying upon,
      any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or
      similar notice believed by Agent in good faith to be genuine. Agent may assume
      that each Person executing and delivering any notice in accordance herewith
      was
      duly authorized, unless the responsible individual acting thereon for Agent
      has
      actual knowledge to the contrary. Agent and each Lender may regard any notice
      or
      other communication pursuant to any Loan Document from either Borrower as a
      notice or communication from all Borrowers, and may give any notice or
      communication required or permitted to be given to any Borrower or Borrowers
      hereunder to another Borrower or Borrowers.

     

    1.2. Letters
      of
      Credit.

     

    Subject
      to
      and in accordance with the terms and conditions contained herein and in
Annex B,
      Borrowers shall have the right to request, and Lenders agree to incur, or
      purchase participations in, Letter of Credit Obligations in respect of each
      Borrower. 

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    1.3. Prepayments.

     

    (a) Reductions
      in Revolving Loan Commitments.
      Borrowers may at any time on at least 5 days' prior written notice by Borrowers
      to Agent permanently reduce (but not terminate) the Revolving Loan Commitment;
      provided,
      that
      (A) any such prepayments or reductions shall be in a minimum amount of
      $500,000 and integral multiples of $100,000 in excess of such amount and
      (B) after giving effect to such reductions, Borrowers shall comply with
Section 1.3(b)(i).
      In
      addition, Borrowers may at any time on at least 10 days' prior written notice
      by
      Borrowers to Agent terminate the Revolving Loan Commitment; provided,
      that
      upon such termination, all Loans and other Obligations shall be due and payable
      in full and all Letter of Credit Obligations shall be cash collateralized or
      otherwise satisfied in accordance with Annex B
      hereto.
      Any voluntary prepayment and any reduction or termination of the Revolving
      Loan
      Commitment must be accompanied by payment of any LIBOR funding breakage costs
      in
      accordance with Section 1.13(b).
      Upon any
      such reduction or termination of the Revolving Loan Commitment, each Borrower's
      right to request Revolving Credit Advances, or request that Letter of Credit
      Obligations be incurred on its behalf, shall simultaneously be permanently
      reduced or terminated, as the case may be; provided,
      that a
      permanent reduction of the Revolving Loan Commitment shall require a
      corresponding pro rata reduction in the L/C Sublimit.

     

    (b) Mandatory
      Prepayments.

     

    (i) If
      at any
      time the aggregate outstanding balances of the Revolving Loan exceed the Maximum
      Amount (an "Overadvance"),
      Borrowers shall, within one Business Day of the earlier of Borrower's knowledge
      of the existence of such Overadvance or notice from Agent of the existence
      of
      such Overadvance, repay the aggregate outstanding Revolving Credit Advances
      to
      the extent required to eliminate such excess. If any such excess remains after
      repayment in full of the aggregate outstanding Revolving Credit Advances,
      Borrowers shall provide cash collateral for the Letter of Credit Obligations
      in
      the manner set forth in Annex B
      to the
      extent required to eliminate such excess. 

     

    (ii) After
      the
      occurrence and during the continuation of an Event of Default, within three
      Business Days of receipt by any Credit Party of proceeds of any asset
      disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a)),
      or any
      sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay
      the
      Loans in an amount equal to all such proceeds, net of (A) reasonable and
      customary commissions and other reasonable and customary transaction costs,
      fees
      and expenses properly attributable to such transaction and payable by Borrowers
      in connection therewith (in each case, paid to non-Affiliates),
      (B) transfer taxes, (C) amounts payable to holders of senior Liens (to
      the extent such Liens constitute Permitted Encumbrances hereunder), if any,
      and
      (D) an appropriate reserve for income taxes in accordance with GAAP in
      connection therewith. Any such prepayment shall be applied in accordance with
      Section 1.3(c).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (iii) After
      the
      occurrence and during the continuation of an Event of Default, if any Credit
      Party incurs Indebtedness (other than Indebtedness permitted by Section 6.3),
      no
      later than three Business Days following the date of receipt of the proceeds
      thereof, Borrowers shall prepay the Loans in an amount equal to all such
      proceeds, net of underwriting discounts and commissions and other reasonable
      costs paid to non-Affiliates in connection therewith. Any such prepayment shall
      be applied in accordance with Section 1.3(c).

     

    (c) Application
      of Certain Mandatory Prepayments.
      Any
      prepayments made by any Borrower pursuant to Sections 1.3(b)(ii)
      or
(b)(iii)
      above or
      Section 5.4(c) shall be applied as follows: first, to Fees and reimbursable
      expenses of Agent then due and payable pursuant to any of the Loan Documents;
      second, to interest then due and payable on Revolving Credit Advances; third,
      to
      the principal balance of Revolving Credit Advances outstanding until the same
      has been paid in full; and last, to any Letter of Credit Obligations to provide
      cash collateral therefor in the manner set forth in Annex B,
      until
      all such Letter of Credit Obligations have been fully cash collateralized in
      the
      manner set forth in Annex B.
      The
      Revolving Loan Commitments shall not be permanently reduced by the amount of
      any
      such prepayments.

     

    (d) No
      Implied Consent.
      Nothing
      in this Section 1.3
      shall be
      construed to constitute Agent's or any Lender's consent to any transaction
      that
      is not permitted by other provisions of this Agreement or the other Loan
      Documents.

     

    1.4. Use
      of
      Proceeds.

     

    Borrowers
      shall utilize the proceeds of the Revolving Loan solely for the financing of
      Borrowers' ordinary working capital and Capital Expenditures, to finance
      Permitted Acquisitions, to make Restricted Payments in accordance with
Section
      6.14
      hereof
      and for general corporate needs. 

    
       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    1.5. Interest
      and Applicable Margins.

     

    (a) Borrowers
      shall pay interest to Agent, for the ratable benefit of Lenders in accordance
      with the various Loans being made by each Lender, in arrears on each applicable
      Interest Payment Date, at the Index Rate plus the Applicable Revolver Index
      Margin per annum or, at the election of Borrowers, the applicable LIBOR Rate
      plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate
      Revolving Credit Advances outstanding from time to time.

     

    As
      of the
      Closing Date, the Applicable Margins are as follows:

     

    
      	
              Applicable
                Revolver Index Margin

               

            	
              0.00%

               

            
	
              Applicable
                Revolver LIBOR Margin

               

            	
              1.00%

               

            


    

    


    The
      Applicable Margins shall be adjusted by reference to the following
      grids:

     

    
      	
              If
                Leverage Ratio is:

            	
              Applicable
                Revolver Index Margin:

            	
              Applicable
                Revolver LIBOR Margin:

            
	
              <
                1.0x

            	
              0.00%

            	
              1.00%

            
	
              >
                1.0x, but < 1.50x

            	
              0.25%

            	
              1.25%

            
	
              >
                1.50x, but < 2.0x

            	
              0.50%

            	
              1.50%

            
	
              >
                2.0x

            	
              0.75%

            	
              1.75%

            


    

    


    Adjustments
      in the Applicable Margins commencing with the Fiscal Quarter ending June 30,
      2007 shall be implemented quarterly on a prospective basis, for each calendar
      month commencing at least five (5) days after the date of delivery to Lenders
      of
      the quarterly unaudited or annual audited (as applicable) Financial Statements
      evidencing the need for an adjustment. Concurrently with the delivery of those
      Financial Statements, Borrowers shall deliver to Agent and Lenders a
      certificate, signed by its chief financial officer, setting forth in reasonable
      detail the basis for the continuance of, or any change in, the Applicable
      Margins.  Failure
      to
      timely deliver such Financial Statements shall, in addition to any other remedy
      provided for in this Agreement, result in an increase in the Applicable Margins
      to the highest level set forth in the foregoing grid, until the first day of
      the
      first calendar month following the delivery of those Financial Statements
      demonstrating that such an increase is not required. If an Event of Default
      has
      occurred and is continuing at the time any reduction in the Applicable Margins
      is to be implemented, that reduction shall be deferred until the first day
      of
      the first calendar month following the date on which such Event of Default
      is
      waived or cured. If, as a result of any restatement of or other adjustment
      to
      the Financial Statements or for any other reason, Agent or Requisite Lenders
      determine that (a) the Leverage Ratio as calculated by Borrowers as of any
      applicable date was inaccurate and (b) a proper calculation of the Leverage
      Ratio would have resulted in a higher level of pricing for any period, then
      Borrowers shall automatically and retroactively be obligated to pay to Lenders,
      and shall pay to Lenders promptly on demand by Agent, an amount equal to the
      excess of the amount of interest and fees that should have been paid for such
      period over the amount of interest and fees actually paid for such
      period.

     

    (b) If
      any
      payment on any Loan becomes due and payable on a day other than a Business
      Day,
      the maturity thereof will be extended to the next succeeding Business Day
      (except as set forth in the definition of LIBOR Period) and, with respect to
      payments of principal, interest thereon shall be payable at the then applicable
      rate during such extension.

     

    (c) All
      computations of Fees calculated on a per annum basis and interest shall be
      made
      by Agent on the basis of a 360-day year (or, in the case of Index Rate Loans,
      calculated on the basis of a 365/366-day year), in each case for the actual
      number of days occurring in the period for which such interest and Fees are
      payable. The Index Rate is a floating rate determined for each day. Each
      determination by Agent of an interest rate and Fees hereunder shall be final,
      binding and conclusive on Borrowers, absent manifest error.

     

    (d) So
      long as
      an Event of Default has occurred and is continuing under Section 8.1(h)
      or
(i)
      or so
      long as any Event of Default has occurred and is continuing under Section
      8.1(a)
      and at
      the election of Agent (or upon the written request of Requisite Lenders)
      confirmed by written notice from Agent to Borrowers, the interest rates
      applicable to the Loans and the Letter of Credit Fees shall be increased by
      two
      percentage points (2%) per annum above the rates of interest or the rate of
      such
      Fees otherwise applicable hereunder ("Default
      Rate"),
      and
      all outstanding Obligations shall bear interest at the Default Rate applicable
      to such Obligations. Interest and Letter of Credit Fees at the Default Rate
      shall (x) with respect to any Event of Default under Section
      8.1(h)
      or
(i),
      accrue
      from the initial date of such Event of Default or (y) with respect to any Event
      of Default under Section
      8.1(a),
      accrue
      from the date of receipt of written notice from Agent of such Event of Default
      and shall continue until that Event of Default is cured or waived and shall
      be
      payable upon demand.

     

    (e) Subject
      to
      the conditions precedent set forth in Section 2.2,
      Borrowers shall have the option to (i) request that any Revolving Credit
      Advance be made as a LIBOR Loan, (ii) convert at any time all or any part
      of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert
      any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage
      costs
      in accordance with Section 1.13(b)
      if such
      conversion is made prior to the expiration of the LIBOR Period applicable
      thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan
      upon the expiration of the applicable LIBOR Period and the succeeding LIBOR
      Period of that continued Loan shall commence on the first day after the last
      day
      of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans
      having the same proposed LIBOR Period to be made or continued as, or converted
      into, a LIBOR Loan must be in a minimum amount of $500,000 and integral
      multiples of $100,000 in excess of such amount. Any such election must be made
      by noon (New York time) on
      the 3rd
      Business Day prior to (1) the date of any proposed Advance which is to bear
      interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect
      to any LIBOR Loans to be continued as such, or (3) the date on which
      Borrowers wish to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period
      designated by Borrowers in such election. If no election is received with
      respect to a LIBOR Loan by noon (New York time) on the 3rd Business Day prior
      to
      the end of the LIBOR Period with respect thereto (or if an Event of Default
      has
      occurred and is continuing or if the additional conditions precedent set forth
      in Section 2.2
      shall not
      have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan
      at the end of its LIBOR Period. Borrowers must make such election by notice
      to
      Agent in writing, by telecopy or overnight courier. In the case of any
      conversion or continuation, such election must be made pursuant to a written
      notice (a "Notice
      of Conversion/Continuation")
      in the
      form of Exhibit
      1.5(e).

     

    (f) Notwithstanding
      anything to the contrary set forth in this Section 1.5,
      if a
      court of competent jurisdiction determines in a final order that the rate
      of interest
      payable hereunder exceeds the highest rate of interest permissible under law
      (the "Maximum
      Lawful Rate"),
      then
      so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
      payable hereunder shall be equal to the Maximum Lawful Rate; provided,
      however,
      that if
      at any time thereafter the rate of interest payable hereunder is less than
      the
      Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at
      the
      Maximum Lawful Rate until such time as the total interest received by Agent,
      on
      behalf of Lenders, is equal to the total interest that would have been received
      had the interest rate payable hereunder been (but for the operation of this
      paragraph) the interest rate payable since the Closing Date as otherwise
      provided in this Agreement. Thereafter, interest hereunder shall be paid at
      the
      rate(s) of interest and in the manner provided in Sections 1.5(a)
      through
(e),
      unless
      and until the rate of interest again exceeds the Maximum Lawful Rate, and at
      that time this paragraph shall again apply. In no event shall the total interest
      received by any Lender pursuant to the terms hereof exceed the amount that
      such
      Lender could lawfully have received had the interest due hereunder been
      calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
      Lawful Rate is calculated pursuant to this paragraph, such interest shall be
      calculated at a daily rate equal to the Maximum Lawful Rate divided by the
      number of days in the year in which such calculation is made. If,
      notwithstanding the provisions of this Section 1.5(f),
      a court
      of competent jurisdiction shall finally determine that a Lender has received
      interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the
      extent permitted by applicable law, promptly apply such excess in the order
      specified in Section 1.11
      and
      thereafter shall refund any excess to Borrowers or as a court of competent
      jurisdiction may otherwise order.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    1.6. [Intentionally
      Omitted]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    1.7. [Intentionally
      Omitted].

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    1.8. Cash
      Management Systems.

     

    On
      or
      prior to the date of the making of the initial Revolving Credit Advance or
      the
      incurrence of the initial Letter of Credit Obligations, Borrowers will establish
      and will maintain until the Termination Date, the cash management systems
      described in Annex C
      (the
      "Cash
      Management Systems").

     

    1.9. Fees.

     

    (a) Borrowers
      shall pay to GE Capital, individually, the Fees specified in that certain fee
      letter of even date herewith among Borrowers and GE Capital (the "GE
      Capital Fee Letter"),
      at the
      times specified for payment therein. 

     

    (b) As
      additional compensation for the Lenders, Borrowers shall pay to Agent, for
      the
      ratable benefit of Lenders, in arrears, on or before the fifth Business Day
      of
      each month prior to the Commitment Termination Date and on the Commitment
      Termination Date, a Fee for Borrowers' non-use of the Revolving Loan Commitments
      in an amount equal to one quarter of one percent (0.25%) per annum (calculated
      on the basis of a 360 day year for actual days elapsed) multiplied by the
      difference between (x) the Maximum Amount (as it may be adjusted from time
      to time) and (y) the average for the period of the daily closing balances
      of the aggregate Revolving Loan outstanding during the period for which such
      Fee
      is due.

     

    (c) Borrowers
      shall pay to Agent, for the ratable benefit of Lenders, the Letter of Credit
      Fee
      as provided in Annex
      B.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    1.10. Receipt
      of
      Payments.

     

    Borrowers
      shall make each payment under this Agreement not later than 2:00 p.m. (New
      York time) on the day when due in immediately available funds in Dollars to
      the
      Collection Account. For purposes of computing interest and Fees as of any date,
      all payments shall be deemed received on the Business Day on which immediately
      available funds therefor are received in the Collection Account prior to
      2:00 p.m. New York time. Payments received after 2:00 p.m. New York
      time on any Business Day or on a day that is not a Business Day shall be deemed
      to have been received on the following Business Day.

     

    1.11. Application
      and Allocation of Payments.

     

    (a) So
      long as
      no Event of Default has occurred and is continuing, (i) voluntary
      prepayments shall be applied as determined by Borrowers, subject to the
      provisions of Section 1.3(a);
      and
      (ii) mandatory prepayments shall be applied as set forth in Section 1.3(c).
      All
      payments and prepayments applied to a particular Loan shall be applied ratably
      to the portion thereof held by each Lender as determined by its Pro Rata
      Share. As to any other payment, and as to all payments made when an Event of
      Default has occurred and is continuing or following the Commitment Termination
      Date, each Borrower hereby irrevocably waives the right to direct the
      application of any and all payments received from or on behalf of such Borrower,
      and each Borrower hereby irrevocably agrees that Agent shall have the continuing
      exclusive right to apply any and all such payments against the Obligations
      of
      Borrowers as Agent may deem advisable notwithstanding any previous entry by
      Agent in the Loan Account or any other books and records. In the absence of
      a
      specific determination by Agent with respect thereto, payments shall be applied
      to amounts then due and payable in the following order: (1) to Fees and
      Agent's expenses reimbursable hereunder; (2) to interest on the other
      Loans, ratably in proportion to the interest accrued as to each Loan;
      (3) to principal payments on the other Loans and to provide cash collateral
      for Letter of Credit Obligations in the manner described in Annex B,
      ratably
      to the aggregate, combined principal balance of the other Loans and outstanding
      Letter of Credit Obligations; and (4) to all other Obligations, including
      expenses of Lenders to the extent reimbursable under Section 11.3.
      

     

    (b) At
      any
      time an Event of Default under Section
      8.1(a)
      has
      occurred and is continuing for at least ten (10) Business Days, Agent is
      authorized to, and at its sole election may, charge to the Revolving Loan
      balance on behalf of each Borrower and cause to be paid all Fees, expenses,
      Charges, costs (including insurance premiums in accordance with Section 5.4(a))
      and
      interest and principal, other than principal of the Revolving Loan, owing by
      Borrowers under this Agreement or any of the other Loan Documents if and to
      the
      extent Borrowers fail to pay promptly any such amounts as and when due, it
      being
      understood that in the event Agent charges the Revolving Loan balance for any
      unpaid amount, the Event of Default then in existence under Section
      8.1(a)
      solely as
      a result of Borrowers' failure to pay such amount shall be cured by such charge
      to Borrowers' Revolving Loan balance. At Agent's option and to the extent
      permitted by law, any charges so made shall constitute part of the Revolving
      Loan hereunder. 

     

    1.12. Loan
      Account and Accounting.

     

    Agent
      shall maintain a loan account (the "Loan
      Account")
      on its
      books to record: all Advances, all payments made by Borrowers, and all other
      debits and credits as provided in this Agreement with respect to the Loans
      or
      any other Obligations. All entries in the Loan Account shall be made in
      accordance with Agent's customary accounting practices as in effect from time
      to
      time. The balance in the Loan Account, as recorded on Agent's most recent
      printout or other written statement, shall be prima facie evidence of the
      amounts due and owing to Agent and Lenders by each Borrower; provided,
      that any
      failure to so record or any error in so recording shall not limit or otherwise
      affect any Borrower's duty to pay the Obligations. Agent shall render to
      Borrowers a monthly accounting of transactions with respect to the Loans setting
      forth the balance of the Loan Account as to Borrowers for the immediately
      preceding month. Unless Borrowers notify Agent in writing of any objection
      to
      any such accounting (specifically describing the basis for such objection),
      within 45 days after the date thereof, each and every such accounting shall
      (absent manifest error) be deemed final, binding and conclusive on Borrowers
      in
      all respects as to all matters reflected therein. Only those items expressly
      objected to in such notice shall be deemed to be disputed by
      Borrowers.
      Notwithstanding any provision herein contained to the contrary, any Lender
      may
      elect (which election may be revoked) to dispense with the issuance of Notes
      to
      that Lender and may rely on the Loan Account as evidence of the amount of
      Obligations from time to time owing to it.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    1.13. Indemnity.

     

    (a) Each
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and hold harmless each of Agent, Lenders and their respective Affiliates, and
      each such Person's respective officers, directors, employees, attorneys, agents
      and representatives (each, an "Indemnified
      Person"),
      from
      and against any and all suits, actions, proceedings, claims, damages, losses,
      liabilities and expenses (including reasonable attorneys' fees and disbursements
      and other costs of investigation or defense, including those incurred upon
      any
      appeal) that may be instituted or asserted against or incurred by any such
      Indemnified Person as the result of credit having been extended, suspended
      or
      terminated under this Agreement and the other Loan Documents and the
      administration of such credit, and in connection with or arising out of the
      transactions contemplated hereunder and thereunder and any actions or failures
      to act in connection therewith, including any and all Environmental Liabilities
      and legal costs and expenses arising out of or incurred in connection with
      disputes between or among any parties to any of the Loan Documents
      (collectively, "Indemnified
      Liabilities");
      provided,
      that no
      such Credit Party shall be liable for any indemnification to an Indemnified
      Person to the extent that any such suit, action, proceeding, claim, damage,
      loss, liability or expense results from that Indemnified Person's bad faith,
      gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE
      RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR,
      ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING
      CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
      CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
      EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF
      ANY
      OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

     

    (b) To
      induce
      Lenders to provide the LIBOR Rate option on the terms provided herein, if
      (i) any LIBOR Loans are repaid in whole or in part prior to the last day of
      any applicable LIBOR Period (whether that repayment is made pursuant to any
      provision of this Agreement or any other Loan Document or occurs as a result
      of
      acceleration, by operation of law or otherwise); (ii) any Borrower shall
      default in payment when due of the principal amount of or interest on any LIBOR
      Loan; (iii) any Borrower shall refuse to accept any borrowing of, or shall
      request a termination of, any borrowing of, conversion into or continuation
      of,
      LIBOR Loans after Borrowers have given notice requesting the same in accordance
      herewith; or (iv) any Borrower shall fail to make any prepayment of a LIBOR
      Loan after Borrowers
      have
      given
      a notice thereof in accordance herewith, then Borrowers shall jointly and
      severally indemnify and hold harmless each Lender from and against all losses,
      costs and expenses resulting from or arising from any of the foregoing. Such
      indemnification shall include any loss (including loss of margin) or expense
      arising from the reemployment of funds obtained by it or from fees payable
      to
      terminate deposits from which such funds were obtained. For the purpose of
      calculating amounts payable to a Lender under this subsection, each Lender
      shall
      be deemed to have actually funded its relevant LIBOR Loan through the purchase
      of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount
      of that LIBOR Loan and having a maturity comparable to the relevant LIBOR
      Period; provided,
      that
      each Lender may fund each of its LIBOR Loans in any manner it sees fit, and
      the
      foregoing assumption shall be utilized only for the calculation of amounts
      payable under this subsection. This covenant shall survive the termination
      of
      this Agreement and the payment of the Notes and all other amounts payable
      hereunder. As promptly as practicable under the circumstances, each Lender
      shall
      provide Borrowers with its written calculation of all amounts payable pursuant
      to this Section 1.13(b),
      and such
      calculation shall be binding (absent manifest error) on the parties hereto
      unless Borrowers shall object in writing within 10 Business Days of receipt
      thereof, specifying the basis for such objection in reasonable
      detail.

     

    
      
        
        

      

      
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    1.14. Access.

     

    Except
      to
      the extent prohibited by applicable law and by confidentiality agreements,
      each
      Credit Party that is a party hereto shall, during normal business hours, from
      time to time upon 3 Business Days' prior notice as frequently as Agent
      reasonably determines to be appropriate, but, unless an Event of Default has
      occurred and is continuing, no more than twice in any Fiscal Year:
      (a) provide Agent and any of its officers, employees and agents access to
      its properties, facilities, advisors and employees (including officers) of
      each
      Credit Party and to the Collateral, (b) permit Agent, and any of its
      officers, employees and agents, to inspect, audit and make extracts from any
      Credit Party's books and records, and (c) permit Agent, and its officers,
      employees and agents, to inspect, review, evaluate and make test verifications
      and counts of the Accounts, Inventory and other Collateral of any Credit Party;
      provided, that if no Event of Default has occurred and is continuing, Borrowers
      shall not be responsible for the costs of any such visits, inspections or
      verifications in any Fiscal Year. If a Default or Event of Default has occurred
      and is continuing or if access is necessary to preserve or protect the
      Collateral as determined by Agent, each such Credit Party shall provide such
      access to Agent and to each Lender at all times and without advance notice.
      Each
      Credit Party shall, so long as any Event of Default has occurred and is
      continuing, make available to Agent and its counsel, as quickly as is possible
      under the circumstances, originals or copies of all books and records that
      Agent
      may reasonably request. Each Credit Party shall deliver any document or
      instrument necessary for Agent, as it may from time to time reasonably request,
      to obtain records from any service bureau or other Person that maintains records
      for such Credit Party, and shall maintain duplicate records or supporting
      documentation on media, including computer tapes and discs owned by such Credit
      Party. Representatives of other Lenders may accompany Agent's representatives
      on
      regularly scheduled audits at no charge to Borrowers.

     

    
      
        
        

      

      
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    1.15. Taxes.

     

    (a) Any
      and
      all payments by each Borrower hereunder (including any payments made pursuant
      to
Section 12)
      or under
      the Notes shall be made, in accordance with this Section 1.15,
      free and
      clear of and without deduction for any and all present or future Taxes. If
      any
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder (including any sum payable pursuant to Section 12)
      or under
      the Notes, (i) the sum payable shall be increased as much as shall be
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under this Section 1.15)
      Agent or
      Lenders, as applicable, receive an amount equal to the sum they would have
      received had no such deductions been made, (ii) such Borrower shall make
      such deductions, and (iii) such Borrower shall pay the full amount deducted
      to the relevant taxing or other authority in accordance with applicable law.
      Within 45 days after the date of any payment of Taxes, Borrowers shall furnish
      to Agent the original or a certified copy of a receipt evidencing payment
      thereof, or other evidence of such payment reasonably satisfactory to Agent.
      Agent and Lenders shall not be obligated to return or refund any amounts
      received pursuant to this Section.

     

    (b) Each
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and, within 10 days of written demand therefor, pay Agent and each Lender for
      the full amount of Taxes (including any Taxes imposed by any jurisdiction on
      amounts payable under this Section 1.15)
      paid by
      Agent or such Lender, as appropriate, and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto, whether or
      not
      such Taxes were correctly or legally asserted.

     

    (c) Each
      Lender organized under the laws of a jurisdiction outside the United States
      (a
      "Foreign
      Lender")
      as to
      which payments to be made under this Agreement or under the Notes are exempt
      from United States withholding tax under an applicable statute or tax treaty
      shall provide to Borrowers and Agent a properly completed and executed IRS
      Form
      W-8ECI or Form W-8BEN or other applicable form, certificate or document
      prescribed by the IRS or the United States certifying as to such Foreign
      Lender's entitlement to such exemption (a "Certificate
      of Exemption").
      Any
      foreign Person that seeks to become a Lender under this Agreement shall provide
      a Certificate of Exemption to Borrowers and Agent prior to becoming a Lender
      hereunder. No foreign Person may become a Lender hereunder if such Person fails
      to deliver a Certificate of Exemption
      in
      advance of becoming a Lender.

     

    1.16. Capital
      Adequacy; Increased Costs; Illegality.

     

    (a) If
      any
      Lender shall have determined that any law, treaty, governmental (or
      quasi-governmental) rule, regulation, guideline or order regarding capital
      adequacy, reserve requirements or similar requirements or compliance by any
      Lender with any request or directive regarding capital adequacy, reserve
      requirements or similar requirements (whether or not having the force of law),
      in each case, adopted after the Closing Date, from any central bank or other
      Governmental Authority increases or would have the effect of increasing the
      amount of capital, reserves or other funds required to be maintained by such
      Lender and thereby reducing the rate of return on such Lender's capital as
      a
      consequence of its obligations hereunder, then Borrowers shall from time to
      time
      within 5 Business Days of written demand by such Lender (with a copy of such
      demand to Agent) pay to Agent, for the account of such Lender, additional
      amounts sufficient to compensate such Lender for such reduction. A certificate
      as to the amount of that reduction and showing the basis of the computation
      thereof in reasonable detail submitted by such Lender to Borrowers and to Agent
      shall, absent manifest error, be final, conclusive and binding for all
      purposes.

     

    
      
        
        

      

      
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    (b) If,
      due to
      either (i) the introduction of or any change in any law or regulation (or
      any change in the interpretation thereof) or (ii) the compliance with any
      guideline or request from any central bank or other Governmental Authority
      (whether or not having the force of law), in each case adopted after the Closing
      Date, there shall be any increase in the cost to any Lender of agreeing to
      make
      or making, funding or maintaining any Loan, then Borrowers shall from time
      to
      time, within 5 Business Days of written demand by such Lender (with a copy
      of
      such demand to Agent), pay to Agent for the account of such Lender additional
      amounts sufficient to compensate such Lender for such increased cost. A
      certificate as to the amount of such increased cost in reasonable detail,
      submitted to Borrowers and to Agent by such Lender, shall be conclusive and
      binding on Borrowers for all purposes, absent manifest error. Each Lender agrees
      that, as promptly as practicable after it becomes aware of any circumstances
      referred to above which would result in any such increased cost, the affected
      Lender shall, to the extent not inconsistent with such Lender's internal
      policies of general application, use reasonable commercial efforts to minimize
      costs and expenses incurred by it and payable to it by Borrowers pursuant to
      this Section 1.16(b).

     

    (c) Notwithstanding
      anything to the contrary contained herein, if, after the Closing Date, the
      introduction of or any change in any law or regulation (or any change in the
      interpretation thereof) shall make it unlawful, or any central bank or other
      Governmental Authority shall assert that it is unlawful, for any Lender to
      agree
      to make or to make or to continue to fund or maintain any LIBOR Loan, then,
      unless that Lender is able to make or to continue to fund or to maintain such
      LIBOR Loan at another branch or office of that Lender without, in that Lender's
      opinion, adversely affecting it or its Loans or the income obtained therefrom,
      on written notice thereof and demand therefor by such Lender to Borrowers
      through Agent, (i) the obligation of such Lender to agree to make or to
      make or to continue to fund or maintain LIBOR Loans shall terminate and
      (ii)  Borrowers shall forthwith prepay in full all outstanding LIBOR Loans
      owing by Borrowers to such Lender, together with interest accrued thereon,
      unless Borrowers, within 5 Business Days after the delivery of such notice
      and
      demand, convert all LIBOR Loans into Index Rate Loans.

     

    (d) Within
      15
      days after receipt by Borrowers of written notice and demand from any Lender
      (an
      "Affected
      Lender")
      for
      payment of additional amounts or increased costs as provided in Sections 1.15(a),
      1.16(a)
      or
1.16(b),
      Borrowers may, at their option, notify Agent and such Affected Lender of its
      intention to replace the Affected Lender. So long as no Default or Event of
      Default has occurred and is continuing, Borrowers, with the consent of Agent,
      may obtain, at Borrowers' expense, a
      replacement Lender ("Replacement
      Lender")
      for the
      Affected Lender, which Replacement Lender must be reasonably satisfactory to
      Agent. If Borrowers obtain a Replacement Lender within 90 days following notice
      of their intention to do so, the Affected Lender must sell and assign its Loans
      and Commitments to such Replacement Lender for an amount equal to the principal
      balance of all Loans held by the Affected Lender and all accrued interest and
      Fees with respect thereto through the date of such sale; provided,
      that
      Borrowers shall have reimbursed such Affected Lender for the additional amounts
      or increased costs that it is entitled to receive under this Agreement through
      the date of such sale and assignment.
      Notwithstanding the foregoing, Borrowers shall not have the right to obtain
      a
      Replacement Lender if the Affected Lender rescinds its demand for increased
      costs or additional amounts within 15 days following its receipt of Borrowers'
      notice of intention to replace such Affected Lender. Furthermore, if Borrowers
      give a notice of intention to replace and do not so replace such Affected Lender
      within 90 days thereafter, Borrowers' rights under this Section 1.16(d)
      shall
      terminate with respect to such replacement attempt and Borrowers shall promptly
      pay all increased costs or additional amounts demanded by such Affected Lender
      pursuant to Sections 1.15(a),
      1.16(a)
      and
1.16(b).

     

    
      
        
        

      

      
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    1.17. Single
      Loan;
      Joint
      and Several Obligations.

     

    All
      Loans
      to each Borrower and all of the other Obligations of each Borrower arising
      under
      this Agreement and the other Loan Documents shall constitute one general joint
      and several obligation of Borrowers secured, until the Termination Date, by
      all
      of the Collateral.

     

    
      
        
        

      

      
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              2.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    2.1. Conditions
      to the Initial Loans.

     

    No
      Lender
      shall be obligated to make the initial Revolving Credit Advance or incur the
      initial Letter of Credit Obligations, or to take, fulfill, or perform any other
      action hereunder, until the following conditions have been satisfied or provided
      for in a manner satisfactory to Agent, or waived in writing by Agent and
      Lenders: 

     

    (a) Credit
      Agreement; Loan Documents.
      This
      Agreement or counterparts hereof shall have been duly executed by, and delivered
      to, Borrowers, each other Credit Party, Agent and Lenders; and Agent shall
      have
      received such documents, instruments, agreements and legal opinions as Agent
      shall reasonably request in connection with the transactions contemplated by
      this Agreement and the other Loan Documents, including all those listed in
      the
      Closing Checklist attached hereto as Annex D,
      each in
      form and substance reasonably satisfactory to Agent. 

     

    (b) Approvals.
      Agent
      shall have received (i) satisfactory evidence that the Credit Parties have
      obtained all required consents and approvals of all Persons including all
      requisite Governmental Authorities, to the execution, delivery and performance
      of this Agreement and the other Loan Documents or (ii) an officer's
      certificate in form and substance reasonably satisfactory to Agent affirming
      that no such consents or approvals are required.

     

    (c) Payment
      of Fees.
      Borrowers shall have paid the Fees required to be paid on the Closing Date
      in
      the respective amounts specified in Section 1.9
      (including the Fees specified in the GE Capital Fee Letter), and shall have
      reimbursed Agent for all fees, costs and expenses of closing incurred (to the
      extent Borrowers have been notified of such costs and expenses) as of or prior
      to the Closing Date.

     

    (d) Capital
      Structure; Other Indebtedness.
      The
      capital structure of each Credit Party and the terms and conditions of all
      Indebtedness of each Credit Party shall be acceptable to Agent in its sole
      discretion.

     

    (e) Due
      Diligence.
      Agent
      shall have completed its legal due diligence (including, without limitation,
      lien, tax lien, judgment and litigation searches), with results reasonably
      satisfactory to Agent.

     

    
      
        
        

      

      
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    2.2. Further
      Conditions to Each Loan.

     

    Except
      as
      otherwise expressly provided herein, no Lender shall be obligated to fund any
      Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of
      Credit Obligation, if, as of the date thereof:

     

    (a) any
      representation or warranty by any Credit Party contained herein or in any other
      Loan Document is untrue or incorrect in any material respect as of such date,
      except to the extent that such representation or warranty expressly relates
      to
      an earlier date and except for changes therein expressly permitted or expressly
      contemplated by this Agreement and Agent or Requisite Lenders have determined
      not to make such Advance, convert or continue any Loan as LIBOR Loan or incur
      such Letter of Credit Obligation as a result of the fact that such warranty
      or
      representation is untrue or incorrect in any material respect;

     

    (b) any
      event
      or circumstance having a Material Adverse Effect has occurred since the date
      hereof as determined by the Requisite Lenders and Agent or Requisite Lenders
      have determined not to make such Advance, convert or continue any Loan as a
      LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact
      that such event or circumstance has occurred;

     

    (c) any
      Default or Event of Default has occurred and is continuing or would result
      after
      giving effect to any Advance (or the incurrence of any Letter of Credit
      Obligation), and Agent or Requisite Lenders shall have determined not to make
      any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter
      of
      Credit Obligation as a result of that Default or Event of Default; or


     

    (d) after
      giving effect to any Advance (or the incurrence of any Letter of Credit
      Obligations), the outstanding principal amount of the aggregate Revolving Loans
      would exceed the Maximum Amount.

     

    The
      request and acceptance by any Borrower of the proceeds of any Advance or the
      incurrence of any Letter of Credit Obligations shall be deemed to constitute,
      as
      of the date thereof, (i) a representation and warranty by Borrowers that
      the conditions in this Section 2.2
      have been
      satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty
      provisions set forth in Section 12
      and of
      the granting and continuance of Agent's Liens, on behalf of itself and Lenders,
      pursuant to the Collateral Documents.

     

    
      
        
        

      

      
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              3.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    To
      induce
      Lenders to make the Loans and to incur Letter of Credit Obligations, the Credit
      Parties executing this Agreement, jointly and severally, make the following
      representations and warranties to Agent and each Lender with respect to all
      Credit Parties, each and all of which shall survive the execution and delivery
      of this Agreement. 

     

    3.1. Existence;
      Compliance with Law.

     

    Each
      Credit Party (a) is a corporation, limited liability company or limited
      partnership duly organized, validly existing and in good standing under the
      laws
      of its respective jurisdiction of incorporation or organization set forth in
      Disclosure
      Schedule 3.1;
      (b) is duly qualified to conduct business and is in good standing in each
      other jurisdiction where its ownership or lease of property or the conduct
      of
      its business requires such qualification, except where the failure to be so
      qualified would not result in exposure to losses, damages or liabilities in
      excess of $1,000,000; (c) has the requisite power and authority and the
      legal right to own, pledge, mortgage or otherwise encumber and operate its
      properties, to lease the property it operates under lease and to conduct its
      business as now, heretofore and proposed to be conducted; (d) subject to
      specific representations regarding Environmental Laws, has all material
      licenses, permits, consents or approvals from or by, and has made all material
      filings with, and has given all material notices to, all Governmental
      Authorities having jurisdiction, to the extent required for such ownership,
      operation and conduct; (e) is in compliance with its charter and bylaws or
      partnership or operating agreement, as applicable; and (f) subject to
      specific representations set forth herein regarding ERISA, Environmental Laws,
      tax and other laws, is in compliance with all applicable provisions of law,
      except where the failure to comply, individually or in the aggregate, could
      not
      reasonably be expected to have a Material Adverse Effect.

     

    3.2. Executive
      Offices, Collateral Locations, FEIN.

     

    As
      of the
      Closing Date, each Credit Party’s name as it appears in official filings in its
      state of incorporation or organization, state of incorporation or organization,
      organization type, organization number, if any, issued by its state of
      incorporation or organization, and the current location of each Credit Party's
      chief executive office and business premises are set forth in Disclosure
      Schedule 3.2,
      and,
      except as set forth on Disclosure
      Schedule 3.2
      none of
      such locations has changed to another state within twelve months preceding
      the
      Closing Date and each Credit Party has only one state of incorporation or
      organization. In addition, Disclosure
      Schedule 3.2
      lists the
      federal employer identification number of each Credit Party.

     

    
      
        
        

      

      
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    3.3. Power,
      Authorization, Enforceable Obligations.

     

    The
      execution, delivery and performance by each Credit Party of the Loan Documents
      to which it is a party and the creation of all Liens provided for therein:
      (a) are within such Credit Party's power; (b) have been duly
      authorized by all necessary corporate, limited liability company or limited
      partnership action; (c) do not contravene any provision of such Credit
      Party's charter, bylaws or partnership or operating agreement as applicable;
      (d) do not violate any law or regulation, or any order or decree of any
      court or Governmental Authority; (e) do not conflict with or result in the
      breach or termination
      of, constitute a default under or accelerate or permit the acceleration of
      any
      performance required by, any indenture, mortgage, deed of trust, lease,
      agreement or other instrument to which such Person is a party or by which such
      Person or any of its property is bound; (f) do not result in the creation
      or imposition of any Lien upon any of the property of such Person other than
      those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan
      Documents; and (g) do not require the consent or approval of any
      Governmental Authority or any other Person, except those that have been obtained
      or are otherwise referred to in Section 2.1(b),
      all of
      which will have been duly obtained, made or complied with prior to the Closing
      Date. Each of the Loan Documents shall be duly executed and delivered by each
      Credit Party that is a party thereto and each such Loan Document shall
      constitute a legal, valid and binding obligation of such Credit Party
      enforceable against it in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      creditors' rights generally and subject to general principles of equity
      regardless of whether considered in a proceeding in law or equity.

     

    3.4. Financial
      Statements and Projections.

     

    Except
      for
      the Projections, all Financial Statements concerning Holdings and its
      Subsidiaries that are referred to below have been prepared in accordance with
      GAAP consistently applied throughout the periods covered (except as disclosed
      therein and except, with respect to unaudited Financial Statements, for the
      absence of footnotes and normal year-end audit adjustments) and present fairly
      in all material respects the financial position of the Persons covered thereby
      as at the dates thereof and the results of their operations and cash flows
      for
      the periods then ended.

     

    (a) Financial
      Statements.
      The
      following Financial Statements attached hereto as Disclosure
      Schedule 3.4(a)
      have been
      delivered on or prior to the date hereof:

     

    (i) The
      audited consolidated balance sheet at December 31, 2006 and the related
      consolidated statements of income and cash flows of Holdings and its
      Subsidiaries for the Fiscal Year then ended, certified by Ernst & Young
      LLP.

     

    (ii) The
      unaudited consolidated balance sheet at March 31, 2007 and the related
      consolidated statements of income and cash flows of Holdings and its
      Subsidiaries for the Fiscal Quarter then ended.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (b) Projections.
      The
      Projections delivered on the date hereof and attached hereto as Disclosure
      Schedule 3.4(b)
      have been
      prepared by Borrowers in light of the past operations of their businesses,
      and
      reflect projections for the five year period beginning on January 1, 2007 on
      an
      annual basis. The Projections are based upon the same accounting principles
      as
      those used in the preparation of the financial statements described above and
      the estimates and assumptions stated therein, all of which Borrowers believe
      to
      be reasonable and fair in light of current conditions and current facts known
      to
      Borrowers and, as of the Closing Date, reflect Borrowers' good faith and
      reasonable estimates of the future financial performance of Borrowers and of
      the
      other information projected therein for the period set forth therein (it being
      understood that all such Projections will be subject to uncertainties and
      contingencies and that no representation is given that any particular projection
      will be realized).

     

    3.5. Material
      Adverse Effect.

     

    Between
      December 31, 2006 and the Closing Date: (a) no Credit Party has incurred
      any obligations, contingent or noncontingent liabilities, liabilities for
      Charges, long-term leases or unusual forward or long-term commitments that,
      alone or in the aggregate, could reasonably be expected to have a Material
      Adverse Effect, (b) no contract, lease or other agreement or instrument has
      been entered into by any Credit Party or has become binding upon any Credit
      Party's assets and no law or regulation applicable to any Credit Party has
      been
      adopted that has had or could reasonably be expected to have a Material Adverse
      Effect, and (c) no Credit Party is in default and to the best of Borrowers'
      knowledge no third party is in default under any material contract, lease or
      other agreement or instrument, that alone or in the aggregate could reasonably
      be expected to have a Material Adverse Effect. Between December 31, 2006 and
      the
      Closing Date no event has occurred, that alone or together with other events,
      could reasonably be expected to have a Material Adverse Effect. 

     

    3.6. Ownership
      of Property; Liens.

     

    As
      of the
      Closing Date, the real estate ("Real
      Estate")
      listed
      in Disclosure
      Schedule 3.6
      constitutes all of the real property owned, leased, or subleased by any Credit
      Party. Each Credit Party owns good and indefeasible fee simple title to all
      of
      its owned Real Estate, and valid and marketable leasehold interests in all
      of
      its leased Real Estate, all as described on Disclosure
      Schedule 3.6,
      and a
      summary of terms of all such leases reasonably satisfactory to Agent has been
      delivered to Agent. Disclosure
      Schedule 3.6
      further
      describes any Real Estate with respect to which any Credit Party is a lessor,
      sublessor or assignor as of the Closing Date. Each Credit Party also has good
      and marketable title to, or valid leasehold interests in, all of its personal
      property and assets material to its business, except for minor defects in title
      that do not interfere with its ability to conduct its business as currently
      conducted or to utilize such properties or assets for their intended purposes.
      As of the Closing Date, none of the properties and assets of any Credit Party
      are subject to any Liens other than
      Permitted Encumbrances, and there are no facts, circumstances or conditions
      known to any Credit Party that could reasonably be expected to result in any
      Liens (including Liens arising under Environmental Laws) other than Permitted
      Encumbrances. Disclosure
      Schedule 3.6
      also
      describes, as of the Closing Date, any purchase options, rights of first refusal
      or other similar contractual rights pertaining to any Real Estate owned by
      a
      Credit Party or granted by, or in favor of, any Credit Party pertaining to
      any
      other Real Estate. As of the Closing Date, no portion of any Credit Party's
      Real
      Estate has suffered any material damage by fire or other casualty loss that
      has
      not heretofore been repaired and restored in all material respects to its
      original condition (normal wear and tear excepted) or otherwise remedied. As
      of
      the Closing Date, all material permits required to have been issued or
      appropriate to enable the Real Estate to be lawfully occupied and used for
      all
      of the purposes for which it is currently occupied and used have been lawfully
      issued and are in full force and effect. 

     

    
      
        
        

      

      
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    3.7. Labor
      Matters.

     

    As
      of the
      Closing Date (a) no strikes or other material labor disputes against any
      Credit Party are pending or, to any Credit Party's knowledge, threatened;
      (b) hours worked by and payment made to employees of each Credit Party
      comply in all material respects with the Fair Labor Standards Act and each
      other
      federal, state, local or foreign law applicable to such matters; (c) all
      payments due from any Credit Party for employee health and welfare insurance
      have been paid or accrued as a liability on the books of such Credit Party;
      (d) except as set forth in Disclosure
      Schedule 3.7,
      no
      Credit Party is a party to or bound by any collective bargaining agreement,
      management agreement, employment agreement, bonus, restricted stock, stock
      option, or stock appreciation plan or agreement or any similar plan, agreement
      or arrangement (and true and complete copies of any collective bargaining
      agreements, management agreements and employment agreements described on
Disclosure
      Schedule 3.7
      have been
      delivered to Agent); (e) there is no organizing activity involving any
      Credit Party pending or, to any Credit Party's knowledge, threatened by any
      labor union or group of employees; (f) there are no representation
      proceedings pending or, to any Credit Party's knowledge, threatened with the
      National Labor Relations Board, and no labor organization or group of employees
      of any Credit Party has made a pending demand for recognition; and
      (g) except as set forth in Disclosure
      Schedule 3.7,
      there
      are no material complaints or charges against any Credit Party pending or,
      to
      the knowledge of any Credit Party, threatened to be filed with any Governmental
      Authority or arbitrator based on, arising out of, in connection with, or
      otherwise relating to the employment or termination of employment by any Credit
      Party of any individual.

     

    3.8. Ventures,
      Subsidiaries and Affiliates; Outstanding Stock and Indebtedness.

     

    Except
      as
      set forth in Disclosure
      Schedule 3.8,
      as of
      the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint
      venture or partnership with any other Person, or is an Affiliate of any other
      Person. All of the issued and outstanding Stock of each Credit Party (excluding
      Holdings) is owned by each of the Stockholders and in the amounts set forth
      in
Disclosure Schedule 3.8.
      Except
      as set forth in Disclosure
      Schedule 3.8,
      there
      are no outstanding rights to purchase, options, warrants or similar rights
      or
      agreements pursuant to which any Credit Party may be required to issue, sell,
      repurchase or redeem any of its Stock or other equity securities or any Stock
      or
      other equity securities of its Subsidiaries. All outstanding Indebtedness and
      Guaranteed Indebtedness of each Credit Party as of the Closing Date (except
      for
      the Obligations) is described in Section 6.3
      (including Disclosure
      Schedule 6.3).
      

     

    
      
        
        

      

      
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    3.9. Government
      Regulation.

     

    No
      Credit
      Party is an "investment company" or an "affiliated person" of, or "promoter"
      or
      "principal underwriter" for, an "investment company," as such terms are defined
      in the Investment Company Act of 1940. No Credit Party is subject to regulation
      under the Federal Power Act, or any other federal or state statute that
      restricts or limits its ability to incur Indebtedness or to perform its
      obligations hereunder. The making of the Loans by Lenders to Borrowers, the
      incurrence of the Letter of Credit Obligations on behalf of Borrowers, the
      application of the proceeds thereof and repayment thereof will not violate
      any
      provision of any such statute or any rule, regulation or order issued by the
      Securities and Exchange Commission.

     

    3.10. Margin
      Regulations.

     

    No
      Credit
      Party is engaged, nor will it engage, principally or as one of its important
      activities, in the business of extending credit for the purpose of "purchasing"
      or "carrying" any "margin stock" as such terms are defined in Regulation U
      of
      the Federal Reserve Board as now and from time to time hereafter in effect
      (such
      securities being referred to herein as "Margin
      Stock").
      No
      Credit Party owns any Margin Stock, and none of the proceeds of the Loans or
      other extensions of credit under this Agreement will be used, directly or
      indirectly, for the purpose of purchasing or carrying any Margin Stock, for
      the
      purpose of reducing or retiring any Indebtedness that was originally incurred
      to
      purchase or carry any Margin Stock or for any other purpose that might cause
      any
      of the Loans or other extensions of credit under this Agreement to be considered
      a "purpose credit" within the meaning of Regulations T, U or X of the Federal
      Reserve Board. No Credit Party will take or permit to be taken any action that
      might cause any Loan Document to violate any regulation of the Federal Reserve
      Board.

     

    3.11. Taxes.

     

    All
      tax
      returns, reports and statements, including information returns, required by
      any
      Governmental Authority to be filed by any Credit Party have been filed with
      the
      appropriate Governmental Authority and all Charges have been paid prior to
      the
      date on which any fine, penalty, interest or late charge may be added thereto
      for nonpayment thereof (or any such fine, penalty, interest, late charge or
      loss
      has been paid), excluding Charges or other amounts less than $500,000 in
      aggregate or being contested in accordance with Section 5.2(b).
      Proper
      and accurate amounts have been withheld by each Credit Party from its respective
      employees for all periods in compliance in all material respects with all
      applicable federal, state, local and foreign laws and such withholdings have
      been timely paid to the respective Governmental Authorities. Disclosure
      Schedule 3.11
      sets
      forth as of
      the
      Closing Date those taxable years for which any Credit Party's tax returns are
      currently being audited by the IRS or any other applicable Governmental
      Authority, and any assessments or threatened assessments in connection with
      such
      audit, or otherwise currently outstanding. Except as described in Disclosure
      Schedule 3.11,
      no
      Credit Party has executed or filed with the IRS or any other Governmental
      Authority any agreement or other document extending, or having the effect of
      extending, the period for assessment or collection of any Charges. None of
      the
      Credit Parties and their respective predecessors are liable for any Charges
      in
      an aggregate amount greater than $500,000: (a) under any agreement
      (including any tax sharing agreements) or (b) to each Credit Party's
      knowledge, as a transferee. As of the Closing Date, no Credit Party has agreed
      or been requested to make any adjustment under IRC Section 481(a), by
      reason of a change in accounting method or otherwise, which could reasonably
      be
      expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    3.12. ERISA.

     

    (a) Disclosure
      Schedule 3.12
      lists
      (i) all ERISA Affiliates and (ii) all Plans and separately identifies
      all Pension Plans, including Title IV Plans, Multiemployer Plans, ESOPs and
      Welfare Plans, including all Retiree Welfare Plans. Copies of all such listed
      Plans, together with a copy of the latest IRS/DOL 5500-series form for each
      such
      Plan, have been delivered to Agent. Except with respect to Multiemployer Plans,
      each Qualified Plan has been determined by the IRS to qualify under
      Section 401 of the IRC, the trusts created thereunder have been determined
      to be exempt from tax under the provisions of Section 501 of the IRC, and
      nothing has occurred that could reasonably be expected to result in the loss
      of
      such qualification or tax-exempt status. Each Plan is in compliance in all
      material respects with the applicable provisions of ERISA and the IRC, including
      the timely filing of all reports required under the IRC or ERISA, including
      the
      statement required by 29 CFR Section 2520.104-23. Neither any Credit Party
      nor ERISA Affiliate has failed to make any contribution or pay any amount due
      as
      required by either Section 412 of the IRC or Section 302 of ERISA or
      the terms of any such Plan. Neither any Credit Party nor ERISA Affiliate has
      engaged in a "prohibited transaction," as defined in Section 406 of ERISA
      and Section 4975 of the IRC, in connection with any Plan, that could
      reasonably be expected to subject any Credit Party to a material tax on
      prohibited transactions imposed by Section 502(i) of ERISA or
      Section 4975 of the IRC.

     

    (b) Except
      as
      set forth in Disclosure
      Schedule 3.12:
      (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA
      Event or event described in Section 4062(e) of ERISA with respect to any
      Title IV Plan has occurred or is reasonably expected to occur; (iii) there
      are no pending, or to the knowledge of any Credit Party, threatened claims
      (other than claims for benefits in the normal course), sanctions, actions or
      lawsuits, asserted or instituted against any Plan or any Person as fiduciary
      or
      sponsor of any Plan; (iv) no Credit Party or ERISA Affiliate has incurred
      or reasonably expects to incur any liability as a result of a complete or
      partial withdrawal from a Multiemployer Plan; (v) within the last five
      years no Title IV Plan of any Credit Party or ERISA Affiliate has been
      terminated, whether or not in a "standard termination" as that term is used
      in
      Section 4041(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party
      or any ERISA Affiliate (determined at any time within the last five years)
      with
      Unfunded Pension Liabilities been transferred outside of the "controlled group"
      (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or
      ERISA Affiliate (determined at such time); (vi) except in the case of any
      ESOP, Stock of all Credit Parties and their ERISA Affiliates makes up, in the
      aggregate, no more than ten percent (10%) of fair market value of the assets
      of
      any Plan measured on the basis of fair market value as of the latest valuation
      date of any Plan; and (vii) no liability under any Title IV Plan has been
      satisfied with the purchase of a contract from an insurance company that is
      not
      rated AAA by the Standard & Poor's Corporation or an equivalent rating by
      another nationally recognized rating agency.

     

    
      
        
        

      

      
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    3.13. No
      Litigation.

     

    No
      action,
      claim, lawsuit, demand, investigation or proceeding is now pending or, to the
      knowledge of any Credit Party, threatened against any Credit Party, before
      any
      Governmental Authority or before any arbitrator or panel of arbitrators
      (collectively, "Litigation"),
      (a) that challenges any Credit Party's right or power to enter into or
      perform any of its obligations under the Loan Documents to which it is a party,
      or the validity or enforceability of any Loan Document or any action taken
      thereunder, or (b) that has a reasonable risk of being determined adversely
      to any Credit Party and that, if so determined, could be reasonably be expected
      to have a Material Adverse Effect. Except as set forth on Disclosure
      Schedule 3.13,
      as of
      the Closing Date there is no Litigation pending or, to any Credit Party's
      knowledge, threatened, that seeks damages in excess of $1,000,000 not otherwise
      covered by or in excess of any applicable insurance policy of a Credit Party,
      or
      injunctive relief against, or alleges criminal misconduct of, any Credit
      Party.

     

    3.14. Brokers.

     

    No
      broker
      or finder brought about the obtaining, making or closing of the Loans, and
      no
      Credit Party or Affiliate thereof has any obligation to any Person in respect
      of
      any finder's or brokerage fees in connection therewith.

     

    3.15. Intellectual
      Property.

     

    As
      of the
      Closing Date, each Credit Party owns or has rights to use all Intellectual
      Property necessary to continue to conduct its business as now conducted by
      it,
      and each Patent, Trademark, Copyright and License is listed, together with
      application or registration numbers, as applicable, in Disclosure
      Schedule 3.15.
      Each
      Credit Party conducts its business and affairs without infringement of or
      interference with any Intellectual Property of any other Person in any material
      respect. Except as set forth in Disclosure
      Schedule 3.15,
      no
      Credit Party is aware of any infringement claim by any other Person with respect
      to any Intellectual Property. 

     

    
      
        
        

      

      
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    3.16. Full
      Disclosure.

     

    No
      information contained in this Agreement, any of the other Loan Documents, any
      Projections or Financial Statements or other written reports from time to time
      delivered hereunder or any written statement furnished by or on behalf of any
      Credit Party to Agent or any Lender pursuant to the terms of this Agreement
      contains or will contain any untrue statement of a material fact or omits or
      will omit to state a material fact necessary to make the statements contained
      herein or therein not misleading in light of the circumstances under which
      they
      were made (it being understood that all Projections will be subject to
      uncertainties and contingencies and that no representation is given that any
      particular projection will be realized). Borrowers will take no action, or
      omit
      to take any action, that would cause the Liens granted to Agent, on behalf
      of
      itself and Lenders, pursuant to the Collateral Documents to not be at any time
      fully perfected first priority Liens in and to the Collateral described therein
      (to the extent the Collateral Documents and applicable law allow for such
      perfection), subject, as to priority, only to Permitted
      Encumbrances.

     

    3.17. Environmental
      Matters.

     

    (a) Except
      as
      set forth in Disclosure
      Schedule 3.17,
      as of
      the Closing Date: (i) the Real Estate is free of contamination from any
      Hazardous Material except for such contamination that would not adversely impact
      the value or marketability of such Real Estate and that would not result in
      Environmental Liabilities that could reasonably be expected to exceed
      $1,000,000; (ii) no Credit Party has caused or suffered to occur any
      Release of Hazardous Materials on, at, in, under, above, to, from or about
      any
      of its Real Estate; (iii) the Credit Parties are and have been in
      compliance with all Environmental Laws, except for such noncompliance that
      would
      not result in Environmental Liabilities which could reasonably be expected
      to
      exceed $1,000,000; (iv) the Credit Parties have obtained, and are in
      compliance with, all Environmental Permits required by Environmental Laws for
      the operations of their respective businesses as presently conducted, except
      where the failure to so obtain or comply with such Environmental Permits would
      not result in Environmental Liabilities that could reasonably be expected to
      exceed $1,000,000, and all such Environmental Permits are valid, uncontested
      and
      in good standing; (v) no Credit Party is involved in operations or knows of
      any facts, circumstances or conditions, including any Releases of Hazardous
      Materials, that are likely to result in any Environmental Liabilities of such
      Credit Party which could reasonably be expected to exceed $1,000,000 , and
      no
      Credit Party has permitted any current or former tenant or occupant of the
      Real
      Estate to engage in any such operations; (vi) there is no Litigation
      arising under or related to any Environmental Laws, Environmental Permits or
      Hazardous Material that seeks damages, penalties, fines, costs or expenses
      in
      excess of $1,000,000 or injunctive relief against, or that alleges criminal
      misconduct by, any Credit Party; (vii) no written notice has been received
      by any Credit Party identifying it as a "potentially responsible party" or
      requesting information under CERCLA or analogous state statutes, and to the
      knowledge of the Credit Parties, there are no facts, circumstances or conditions
      that may result in any Credit Party being identified as a "potentially
      responsible party" under CERCLA or analogous state statutes; and (viii) the
      Credit Parties have provided to Agent copies of all existing environmental
      reports, reviews and audits and all written information pertaining to actual
      or
      potential Environmental Liabilities, in each case relating to any Credit Party.
      

     

    
      
        
        

      

      
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    (b) Each
      Credit Party hereby acknowledges and agrees that Agent (i) is not now, and
      has not ever been, in control of any of the Real Estate or any Credit Party's
      affairs, and (ii) does not have the capacity through the provisions of the
      Loan Documents or otherwise to influence any Credit Party's conduct with respect
      to the ownership, operation or management of any of its Real Estate or
      compliance with Environmental Laws or Environmental Permits.

     

    3.18. Insurance.

     

    Disclosure
      Schedule 3.18
      lists all
      insurance policies of any nature maintained, as of the Closing Date, for current
      occurrences by each Credit Party, as well as a summary of the terms of each
      such
      policy.

     

    3.19. Deposit
      and Disbursement Accounts.

     

    Disclosure
      Schedule 3.19
      lists all
      banks and other financial institutions at which any Credit Party maintains
      deposit or other accounts as of the Closing Date, and such Schedule correctly
      identifies the name, address and telephone number of each depository, the name
      in which the account is held, a description of the purpose of the account,
      and
      the complete account number therefor.

     

    3.20. [Intentionally
      Omitted]

     

    3.21. [Intentionally
      Omitted]

     

    3.22. Agreements
      and Other Documents.

     

    As
      of the
      Closing Date, each Credit Party has provided to Agent or its counsel, on behalf
      of Lenders, accurate and complete copies (or summaries) of all of the following
      agreements or documents to which it is subject and each of which is listed
      in
      Disclosure Schedule 3.22:
      supply
      agreements and purchase agreements not terminable by such Credit Party within
      60
      days following written notice issued by such Credit Party and involving
      transactions in excess of $1,000,000 per annum; leases of Equipment having
      a
      remaining term of one year or longer and requiring aggregate rental and other
      payments in excess of $1,000,000 per annum; licenses and permits held by the
      Credit Parties, the absence of which could be reasonably likely to have a
      Material Adverse Effect; instruments and documents evidencing any Indebtedness
      or Guaranteed Indebtedness of such Credit Party in an amount in excess of
      $500,000 and any Lien granted by such Credit Party with respect thereto; and
      instruments and agreements evidencing the issuance of any equity securities,
      warrants, rights or options to purchase equity securities of such Credit Party.
      

     

    
      
        
        

      

      
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    3.23. Solvency.

     

    Both
      before and after giving effect to (a) the Loans and Letter of Credit
      Obligations to be made or incurred on the Closing Date or such other date as
      Loans and Letter of Credit Obligations requested hereunder are made or incurred,
      (b) the disbursement of the proceeds of such Loans pursuant to the
      instructions of Borrowers; and (c) the payment and accrual of all
      transaction costs in connection with the foregoing, each Credit Party is and
      will be Solvent.

     

    3.24. Compliance
      With Health Care Laws. 

     

    Without
      limiting the generality of Sections 3.1 or 5.5 or any other representation
      or
      warranty made herein, Credit Parties and each of the facilities operated by
      Credit Parties and, to Credit Parties' knowledge, each of Credit Parties'
      licensed employees and contractors (other than contracted agencies) in the
      exercise of their respective duties on behalf of any Credit Party or any such
      facilities, is in compliance with all applicable statutes, laws, ordinances,
      rules and regulations of any federal, state or local governmental authority
      with
      respect to regulatory matters primarily relating to patient healthcare
      (including without limitation Title XVIII of the Social Security Act, as
      amended, governing Medicare and regulations pertaining thereto; all federal
      laws
      and regulations affecting the medical assistance program established by Titles
      V, XIX, XX, and XXI of the Social Security Act, and all state laws, regulations
      and plans for medical assistance enacted in connection with the federal laws
      and
      regulations; Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C.
      Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care
      Programs) and regulations pertaining thereto, commonly referred to as the
      "Federal Anti-Kickback Statute;" Section 1877 of the Social Security Act, as
      amended, 42 U.S.C Section 1395nn (Ethics in Patient Referrals Act) and
      regulations pertaining thereto, commonly referred to as the "Stark Statute;"
      31
      U.S.C. §3729 et
      seq.
      commonly
      known as the “False Claims Act” and regulations pertaining thereto; federal laws
      and regulations regarding the submission of false claims, false billing, false
      coding, and similar state laws and regulations; federal and state laws and
      regulations applicable to reimbursement and reassignment; federal and state
      licensing laws and regulations; laws and regulations administered by the federal
      Food and Drug Administration; laws and regulations administered by the federal
      Drug Enforcement Administration and analogous state agencies; and state
      certificate of need laws (collectively, "Healthcare
      Laws")),
      except where the failure to so comply could not reasonably be expected to have
      a
      Material Adverse Effect. Each Credit Party has maintained in all material
      respects all records required to be maintained by the Food and Drug
      Administration, Drug Enforcement Agency and State Boards of Pharmacy and the
      federal and state Medicare and Medicaid programs as required by the Healthcare
      Laws and, to the knowledge of such Credit Party, there are no presently existing
      circumstances which could reasonably be expected to result in violations of
      the
      Healthcare Laws that could reasonably be expected to have a Material Adverse
      Effect. Each Credit Party and each of its Affiliates is acting in compliance
      with the Corporate Integrity Agreement, and its corporate compliance plan in
      all
      material respects. Each Credit Party and its Affiliates have such permits,
      licenses, franchises, certificates and other approvals or authorizations of
      governmental or regulatory authorities as are necessary under applicable law
      to
      own their respective properties and to conduct their respective business
      (including without limitation such permits as are required under such federal,
      state and other health care laws, and under such HMO or similar licensure laws
      and such insurance laws and regulations, as are applicable thereto), and with
      respect to those facilities and other businesses that participate in Medicare
      and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except
      where the failure to have such licenses, permits, franchises, certificates
      or
      other government approvals or authorizations could not reasonably be expected
      to
      have a Material Adverse Effect. Except as listed in Disclosure Schedule 3.24,
      to
      Credit Parties' knowledge, there currently exist no restrictions, deficiencies,
      required plans of correction actions or other such remedial measures with
      respect to federal and state Medicare and Medicaid certifications or
      licensure.

     

    
      
        
        

      

      
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    3.25. HIPAA
      Compliance.

     

    (a) To
      the
      extent that and for so long as (i) any Credit Party is a "covered entity" as
      defined in 45 C.F.R. § 160.103, (ii) any Credit Party and/or its business
      and operations are subject to or covered by the HIPAA administrative
      requirements codified at 45 C.F.R. Parts 160 and 162 (the "Transactions
      Rule")
      and/or
      the HIPAA security and privacy requirements codified at 45 C.F.R. Parts 160
      and
      164 (the "Privacy
      and Security Rules"),
      and/or
      (iii) any Credit Party sponsors any "group health plans" as defined in 45 C.F.R.
      § 160.103, such Credit Party has, except to the extent that the failure to
      do any of the following could not reasonably be expected to have a Material
      Adverse Effect: (x) completed surveys, audits, inventories, reviews, analyses
      and/or assessments, including risk assessments, (collectively "Assessments")
      of all
      areas of its business and operations subject to HIPAA and/or that could be
      adversely affected by the failure of such Credit Party to be HIPAA Compliant
      (as
      defined below) to the extent these Assessments are appropriate or required
      for
      such Credit Party to be HIPAA Compliant; (y) developed a plan for becoming
      HIPAA Compliant (a "HIPAA
      Compliance Plan");
      and
      (z) implemented those provisions of its HIPAA Compliance Plan necessary to
      ensure that such Credit Party is HIPAA Compliant. For purposes of this
      Agreement, "HIPAA
      Compliant"
      shall
      mean that a Credit Party (1) is in compliance in all material respects with
      the
      applicable requirements of HIPAA, including all requirements of the Transactions
      Rule and the Privacy and Security Rules and (2) is not subject to, and could
      not
      reasonably be expected to become subject to, any civil or criminal penalty
      or
      any investigation, claim or process that could reasonably be expected to have
      a
      Material Adverse Effect.

     

    (b) Each
      Credit Party represents that it, collectively with the other entities identified
      herein as a " Credit Party" and/or certain other affiliates of such Credit
      Party
      have elected to be treated as a single covered entity in accordance with the
      Privacy and Security Rules (45 C.F.R. § 164.105(b)) (the "Affiliated
      Covered Entities"),
      have
      documented such affiliation in accordance with 45 C.F.R. §164.105(b), and are in
      compliance with the requirements of 45 C.F.R. §164.105(b). As such, each Credit
      Party represents and warrants that it has the legal right, power and authority
      to execute the Business Associate Agreement on behalf of the Affiliated Covered
      Entity, in accordance with the Privacy and Security Rules, and that the
      provisions of the Business Associate Agreement shall be binding upon each Credit
      Party and all of such Credit Party's affiliates that are participating as
      Affiliated Covered Entities, in accordance with the Privacy and Security Rules,
      as if each and every such affiliate were a party to such Business Associate
      Agreement directly.

     

    
      
        
        

      

      
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              4.

            	
              FINANCIAL
                STATEMENTS AND INFORMATION

            


    

     

    4.1. Reports
      and Notices.

     

    Each
      Credit Party executing this Agreement hereby agrees that from and after the
      Closing Date and until the Termination Date, it shall deliver to Agent or to
      Agent and Lenders, as required, the Financial Statements, notices, Projections
      and other information at the times, to the Persons and in the manner set forth
      in Annex E.

     

    4.2. Communication
      with Accountants.

     

    Each
      Credit Party executing this Agreement authorizes (a) Agent and (b) so
      long as an Event of Default has occurred and is continuing, each Lender, to
      communicate directly with its independent certified public accountants,
      including Ernst & Young LLP, and authorizes and, at Agent's request, shall
      instruct those accountants and advisors to disclose and make available to Agent
      and each Lender any and all Financial Statements and other supporting financial
      documents, schedules and information relating to any Credit Party (including
      copies of any issued management letters) with respect to the business, financial
      condition and other affairs of any Credit Party;
      provided, however, that such accountants' failure to disclose or make materials
      available to Agent and Lenders as a result of such accountants' confidentiality
      policies shall not constitute a breach of this Section
      4.2.

     

    
      	
              5.

            	
              AFFIRMATIVE
                COVENANTS

            


    

     

    Each
      Credit Party executing this Agreement jointly and severally agrees as to all
      Credit Parties that from and after the date hereof and until the Termination
      Date:

     

    5.1. Maintenance
      of Existence and Conduct of Business.

     

    Except
      as
      otherwise expressly permitted in this Agreement, each Credit Party shall: (a)
      do
      or cause to be done all things necessary to preserve and keep in full force
      and
      effect its corporate existence and its rights and franchises; (b) continue
      to
      conduct its business substantially as now conducted or as otherwise permitted
      hereunder; and (c) at all times maintain, preserve and protect all of its
      material assets and properties used or useful in the conduct of its business,
      and keep the same in good repair, working order and condition in all material
      respects (taking into consideration ordinary wear and tear) and from time to
      time make, or cause to be made, all necessary or appropriate repairs,
      replacements and improvements thereto consistent with industry
      practices.

     

    
      
        
        

      

      
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    5.2. Payment
      of
Charges.

     

    (a) Subject
      to
Section 5.2(b),
      each
      Credit Party shall pay and discharge or cause to be paid and discharged promptly
      all Charges due and payable by it, including (i) Charges imposed upon it,
      its income and profits, or any of its property (real, personal or mixed) and
      all
      Charges with respect to tax, social security and unemployment withholding with
      respect to its employees, (ii) lawful claims for labor, materials, supplies
      and services or otherwise, and (iii) all storage or rental charges payable
      to warehousemen or bailees, in each case, before any thereof shall become past
      due.

     

    (b) Each
      Credit Party may in good faith contest, by appropriate proceedings, the validity
      or amount of any Charges, Taxes or claims; provided,
      that
      (i) adequate reserves with respect to such contest are maintained on the
      books of such Credit Party, in accordance with GAAP; (ii) no Lien shall be
      imposed to secure payment of such Charges (other than payments to warehousemen
      and/or bailees) that is superior to any of the Liens securing the Obligations
      and such contest is maintained and prosecuted continuously and with diligence
      and operates to suspend collection or enforcement of such Charges;
      (iii) none of the Collateral becomes subject to forfeiture or loss as a
      result of such contest; (iv) such Credit Party shall promptly pay or
      discharge such contested Charges, Taxes or claims and all additional charges,
      interest, penalties and expenses, if any, and shall deliver to Agent evidence
      reasonably acceptable to Agent of such compliance, payment or discharge, if
      such
      contest is terminated or discontinued adversely to such Credit Party or the
      conditions set forth in this Section 5.2(b)
      are no
      longer met; and (v) Agent has not advised Borrowers in writing that Agent
      reasonably believes that nonpayment or nondischarge thereof could have or result
      in a Material Adverse Effect.

     

    5.3. Books
      and
      Records.

     

    Each
      Credit Party shall keep adequate books and records with respect to its business
      activities in which proper entries, reflecting all financial transactions,
      are
      made in accordance with GAAP and on a basis consistent with the Financial
      Statements attached as Disclosure
      Schedule 3.4(a).

     

    5.4. Insurance;
      Damage to or Destruction of Collateral.

     

    (a) The
      Credit
      Parties shall, at their sole cost and expense, maintain the policies of
      insurance described on Disclosure
      Schedule 3.18
      as in
      effect on the date hereof or otherwise in form and amounts and with insurers
      reasonably acceptable to Agent; provided that the Credit Parties shall have
      at
      least ten (10) Business Days to effect any changes in their policies of
      insurance described on Disclosure
      Schedule 3.18
      requested
      by Agent. Such policies of insurance (or the loss payable and additional insured
      endorsements delivered to Agent) shall contain provisions pursuant to which
      the
      insurer agrees to provide 30 days' prior written notice to Agent in the event
      of
      any non-renewal, cancellation or amendment of any such insurance policy. If
      any
      Credit Party at any time or times hereafter shall fail to obtain or maintain
      any
      of the policies of insurance required above, or to pay all premiums relating
      thereto, Agent may at any time or times thereafter obtain and maintain such
      policies of insurance and pay such premiums and take any other action with
      respect thereto that Agent deems advisable. Agent shall have no obligation
      to
      obtain insurance for any Credit Party or pay any premiums therefor. By doing
      so,
      Agent shall not be deemed to have waived any Default or Event of Default arising
      from any Credit Party's failure to maintain such insurance or pay any premiums
      therefor. All sums so disbursed, including reasonable attorneys' fees, court
      costs and other charges related thereto, shall be payable on demand by Borrowers
      to Agent and shall be additional Obligations hereunder secured by the
      Collateral. 

     

    
      
        
        

      

      
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    (b) Agent
      reserves the right at any time upon any change in any Credit Party's risk
      profile (including any change in the product mix maintained by any Credit Party
      or any laws affecting the potential liability of such Credit Party) to, after
      prior written notice to Borrowers, require additional forms and limits of
      insurance to, in Agent's reasonable opinion, adequately protect both Agent's
      and
      Lenders' interests in all or any portion of the Collateral and to ensure that
      each Credit Party is protected by insurance in amounts and with coverage
      customary for its industry. If reasonably requested by Agent in writing, each
      Credit Party shall deliver to Agent from time to time a report of a reputable
      insurance broker, reasonably satisfactory to Agent, with respect to its
      insurance policies.

     

    (c) Each
      Credit Party shall deliver to Agent, in form and substance reasonably
      satisfactory to Agent, endorsements to (i) all "All Risk" insurance naming
      Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general
      liability and other liability policies naming Agent, on behalf of itself and
      Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes
      and appoints Agent (and all officers, employees or agents designated by Agent),
      so long as any Event of Default has occurred and is continuing or the
      anticipated insurance proceeds exceed $1,000,000, as such Credit Party's true
      and lawful agent and attorney-in-fact
      for the purpose of making, settling and adjusting claims under such "All Risk"
      policies of insurance, endorsing the name of such Credit Party on any check
      or
      other item of payment for the proceeds of such "All Risk" policies of insurance
      and for making all determinations and decisions with respect to such "All Risk"
      policies of insurance. Agent shall have no duty to exercise any rights or powers
      granted to it pursuant to the foregoing power-of-attorney, but, while exercising
      any rights and powers hereunder, agrees to act in good faith. Borrowers shall
      promptly notify Agent of any loss, damage, or destruction to the Collateral
      in
      the amount of $1,000,000 or more, whether or not covered by insurance. After
      deducting from such proceeds the expenses, if any, incurred by Agent in the
      collection or handling thereof, Agent may, at its option, apply such proceeds
      to
      the reduction of the Obligations in accordance with Section 1.3(c),
      or
      permit or require the applicable Credit Party to use such money, or
      any part
      thereof, to replace, repair, restore or rebuild the Collateral in a diligent
      and
      expeditious manner with materials and workmanship of substantially the same
      quality as existed before the loss, damage or destruction. Notwithstanding
      the
      foregoing, if the casualty giving rise to such insurance proceeds could not
      reasonably be expected to have a Material Adverse Effect, such insurance
      proceeds do not exceed $3,000,000 in the aggregate and no Event of Default
      has
      occurred and is continuing, Agent shall make available to the applicable Credit
      Party such proceeds and permit such Credit Party to replace, restore, repair
      or
      rebuild the property; provided,
      that if
      such Credit Party shall not have completed or entered into binding agreements
      to
      complete such replacement, restoration, repair or rebuilding within 180 days
      of
      such casualty, such Credit Party shall pay such proceeds to Agent and Agent
      may
      apply such insurance proceeds to the Obligations in accordance with Section 1.3(c).
      To the
      extent not used to replace, repair, restore or rebuild the Collateral, such
      insurance proceeds shall be applied in accordance with Section 1.3(c).
      

     

    
      
        
        

      

      
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    5.5. Compliance
      with Laws
      and
      Corporate Integrity Agreement.

     

    Each
      Credit Party shall comply with all federal, state, local and foreign laws and
      regulations applicable to it, including all Healthcare Laws and those laws
      and
      regulations relating to ERISA and labor matters and Environmental Laws and
      Environmental Permits, except, in each case, to the extent that the failure
      to
      comply, individually or in the aggregate, could not reasonably be expected
      to
      have a Material Adverse Effect. Each
      Credit Party shall, and shall cause each of its Subsidiaries to, comply with
      the
      terms and conditions of the Corporate Integrity Agreement in all material
      respects.

     

    5.6. Supplemental
      Disclosure.

     

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

     

    5.7. Intellectual
      Property.

     

    Each
      Credit Party will (i) conduct its business and affairs without infringement
      of
      or interference with any Intellectual Property of any other Person in any
      material respect and (ii) within ten (10) Business Days of the filing thereof,
      provide Agent with written notice of the registration of any Intellectual
      Property with any Governmental Authority.

     

    
      
        
        

      

      
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    5.8. Environmental
      Matters.

     

    Each
      Credit Party shall and shall cause each Person within its control to:
      (a) conduct its operations and keep and maintain its Real Estate in
      compliance with all Environmental Laws and Environmental Permits other than
      noncompliance that could not reasonably be expected to have a Material Adverse
      Effect; (b) implement any and all investigation, remediation, removal and
      response actions that are appropriate or necessary to comply with Environmental
      Laws and Environmental Permits pertaining to the presence, generation,
      treatment, storage, use, disposal, transportation or Release of any Hazardous
      Material on, at, in, under, above, to, from or about any of its Real Estate
      except where noncompliance could be reasonably likely to result in Environmental
      Liabilities in excess of $1,000,000; (c) notify Agent promptly after such
      Credit Party becomes aware of any violation of Environmental Laws or
      Environmental Permits or any Release on, at, in, under, above, to, from or
      about
      any Real Estate that is reasonably likely to result in Environmental Liabilities
      in excess of $1,000,000; and (d) promptly forward to Agent a copy of any
      order, notice, request for information or any communication or report received
      by such Credit Party in connection with any such violation or Release or any
      other matter relating to any Environmental Laws or Environmental Permits that
      could reasonably be expected to result in Environmental Liabilities in excess
      of
      $1,000,000, in each case whether or not the Environmental Protection Agency
      or
      any Governmental Authority has taken or threatened any action in connection
      with
      any such violation, Release or other matter. If Agent at any time has a
      reasonable basis to believe that there may be a violation of any Environmental
      Laws or Environmental Permits by any Credit Party or any Environmental Liability
      arising thereunder, or a Release of Hazardous Materials on, at, in, under,
      above, to, from or about any of its Real Estate, that, in each case, could
      reasonably be expected to have a Material
      Adverse Effect, then each Credit Party shall, upon Agent's written request
      (i) cause the performance of such environmental audits including subsurface
      sampling of soil and groundwater, and preparation of such environmental reports,
      at Borrowers' expense, as Agent may from time to time reasonably request, which
      shall be conducted by reputable environmental consulting firms reasonably
      acceptable to Agent and shall be in form and substance reasonably acceptable
      to
      Agent, and (ii) permit Agent or its representatives to have access to all
      Real Estate for the purpose of conducting such environmental audits and testing
      as Agent deems appropriate, including subsurface sampling of soil and
      groundwater. Borrowers shall reimburse Agent for the costs of such audits and
      tests and the same will constitute a part of the Obligations secured hereunder.
      

     

    5.9. Landlords’
      Agreements, Mortgagee Agreements, Bailee Letters, Lease Performance
      and
      Real
      Estate Purchases.

     

    (a) Each
      Credit Party shall use commercially reasonable efforts to obtain a landlord’s
      agreement, mortgagee agreement or bailee letter, as applicable, from the lessor
      of each leased property, mortgagee of owned property or bailee with respect
      to
      any location where data, systems or information critical to the business of
      any
      Credit Party are located, which agreement or letter shall contain a waiver
      or
      subordination of all Liens or claims that the landlord, mortgagee or bailee
      may
      assert against the Collateral at that location, and shall otherwise be
      reasonably satisfactory in form and substance to Agent. Each Credit Party shall
      timely and fully pay and perform its obligations under all leases and other
      agreements with respect to each leased location or public warehouse where any
      Collateral is or may be located. 

     

    
      
        
        

      

      
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    (b) In
      the
      event that the aggregate value of the real property owned by the Credit Parties
      is greater than $25,000,000 and the aggregate outstanding amount of the
      Revolving Loans is greater than $35,000,000 for ten (10) Business Days in total
      subsequent to the Closing Date, to the extent not previously delivered to the
      Agent, each Credit Party shall promptly deliver to Agent a Mortgage on any
      real
      property owned or thereafter acquired by such Credit Party, together with all
      Mortgage Supporting Documents relating thereto (or, if such real property is
      located in a jurisdiction outside the United States, similar documents deemed
      appropriate by Agent to obtain the equivalent in such jurisdiction of a
      first-priority mortgage on such real property) and all legal opinions relating
      to the matters described in this Section 5.9(b),
      which
      opinions shall be as reasonably required by, and in form and substance and
      from
      counsel reasonably satisfactory to, Agent. For the avoidance of doubt, the
      Credit Parties shall continue to be obligated to deliver such Mortgages,
      Mortgage Supporting Documents and legal opinions described in the preceding
      sentence notwithstanding the fact that the aggregate value of such owned real
      property declines below $25,000,000 and the aggregate outstanding amount of
      the
      Revolving Loans declines below $35,000,000 after being in excess of $35,000,000
      for ten (10) Business Days in total subsequent to the Closing Date.

     

    5.10. Further
      Assurances.

     

    Each
      Credit Party executing this Agreement agrees that it shall and shall cause
      each
      other Credit Party to, at such Credit Party's expense and upon request of Agent,
      duly execute and deliver, or cause to be duly executed and delivered, to Agent
      such further instruments and do and cause to be done such further acts as may
      be
      necessary or proper in the reasonable opinion of Agent to carry out more
      effectively the provisions and purposes of this Agreement or any other Loan
      Document. Without limitation on the foregoing, Borrowers hereby agree to use
      their commercially reasonable efforts to cause the Credit Party that is the
      accountholder of each securities account at Banc of America Securities LLC
      to
      enter into, and have Banc of America Securities LLC enter into, a Control Letter
      with Agent with respect to such securities accounts as soon as reasonably
      practicable after the Closing Date, each of which Control Letters may be in
      a
      form substantially similar to the Control Letter existing on the Closing Date
      between Parent, Agent and Banc of America Securities LLC.

     

    5.11. Non-Guarantor
      Subsidiaries. 

     

    Upon
      Agent's request at any time either after the occurrence and during the
      continuance of an Event of Default or after such time that the aggregate
      outstanding amount of the Revolving Loans exceeds $35,000,000 for 10 (ten)
      Business Days in total subsequent to the Closing Date, each Credit Party shall
      cause the Non-Guarantor Subsidiaries to execute a Guaranty, in form and
      substance reasonably satisfactory to Agent and, subject to Section
      5.9(b),
      shall
      cause a first priority perfected Lien (subject to Permitted Encumbrances) to
      be
      granted in favor of Agent in all the assets and Stock of the Non-Guarantor
      Subsidiaries, and Credit Parties and the Non-Guarantor Subsidiaries shall
      execute such documents and take such actions (including the delivery of legal
      opinions, organizational documents, good standing certificates, resolutions
      and
      incumbency certificates) as may be reasonably required by Agent in connection
      therewith. For avoidance of doubt, the Credit Parties shall continue to be
      obligated to cause the Non-Guarantor Subsidiaries to provide a Guaranty and
      grant the Liens described in the immediately preceding sentence notwithstanding
      the cure or waiver of the applicable Event of Default or the aggregate
      outstanding amount of the Revolving Loans ceasing to exceed $35,000,000 after
      being in excess of $35,000,000 for ten (10) Business Days in total subsequent
      to
      the Closing Date, as applicable, at any time after the date Agent requested
      the
      delivery of such Guaranty and the granting of such Liens in accordance with
      this
Section
      5.11.
      

     

    
      
        
        

      

      
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              6.

            	
              NEGATIVE
                COVENANTS

            


    

     

    Each
      Credit Party executing this Agreement jointly and severally agrees as to all
      Credit Parties that from and after the date hereof until the Termination
      Date:

     

    6.1. Mergers,
      Subsidiaries, Etc.

     

    No
      Credit
      Party shall directly or indirectly, by operation of law or otherwise, (a) form
      any Subsidiary other than any of the Non-Guarantor Subsidiaries or acquire
      any
      Subsidiary, or (b) merge with, consolidate with, acquire all or
      substantially all of the assets or Stock of, or otherwise combine with or
      acquire, any Person (or business unit thereof). Notwithstanding the foregoing,
      (i) any Credit Party may merge into any other Credit Party that is not a
      Non-Guarantor Subsidiary; provided,
      that
      a
      Borrower shall be the survivor of any such merger to which a Borrower is a
      party,
      (ii) any
      Credit Party that is not a Non-Guarantor Subsidiary may acquire all or
      substantially all of the Stock of any other Credit Party, (iii) any Credit
      Party
      that is not a Borrower or a Non-Guarantor Subsidiary may acquire all or
      substantially all of the assets of any other Credit Party that is also not
      a
      Borrower or a Non-Guarantor Subsidiary, (iv) any Borrower may acquire all or
      substantially all of the assets or Stock of any other Credit Party, (v) any
      Credit Party may
      acquire all or substantially all of the assets or Stock of any Person (the
      "Target")
      and,
      (vi) any Borrower may form a Subsidiary in order to acquire all or substantially
      all of the stock or assets of a Target (in each case of (i) through (vi), herein
      referred to as, a "Permitted
      Acquisition")
      subject
      to the satisfaction of each of the following conditions, each to the reasonable
      satisfaction of Agent:

     

    (A) (1)
      Agent
      shall receive prompt written notice after the completion of any Permitted
      Acquisition with total consideration and other amounts payable of less than
      $5,000,000 (a "Threshold
      Acquisition"),
      and
      (2) with respect to any proposed Permitted Acquisition with total consideration
      and other amounts payable of $5,000,000 or more, Agent shall receive at least
      fifteen (15) Business Days' prior written notice of such proposed Permitted
      Acquisition, which notice shall, in each case, include a reasonably detailed
      description of such proposed Permitted Acquisition;

     

    (B) At
      the
      time of such Permitted Acquisition and after giving effect thereto, (1) no
      Default or Event of Default has occurred and is continuing; (2) the sum of
      all
      consideration and other amounts payable (including all transaction costs,
      non-competition payments or similar payments and all Indebtedness and Guaranteed
      Indebtedness incurred or assumed in connection therewith or Indebtedness,
      liabilities and contingent obligations otherwise reflected in a consolidated
      balance sheet of the Credit Parties after giving effect to such Permitted
      Acquisition) in connection with all Permitted Acquisitions completed subsequent
      to the Closing Date shall not exceed $50,000,000, and (3) such Permitted
      Acquisition shall only involve assets located in the United States and
      comprising a business, or those assets of a business, that involve the provision
      of hospice or home health services such that the consummation of such Permitted
      Acquisition would not subject Agent or any Lender to regulatory or third party
      approvals in connection with the exercise of its rights and remedies under
      this
      Agreement or any other Loan Documents other than the approvals applicable to
      a
      hospice or home health service provider;

     

    (C) the
      consideration and other amounts payable in connection with such Permitted
      Acquisition shall be payable in cash on the date of consummation of such
      Permitted Acquisition, other than (1) unsecured Indebtedness in an amount not
      to
      exceed 20% of the aggregate consideration and other amounts payable in
      connection with such Permitted Acquisition and (2) amounts due and payable
      after
      the date of the consummation of such Permitted Acquisition under customary
      non-competition agreements in an amount not to exceed $1,000,000 per
      agreement;

     

    (D) such
      Permitted Acquisition shall be consensual and shall have been approved by the
      Target's board of directors or other governing body and, if applicable, the
      Target's Stockholders;

     

    (E) no
      Indebtedness or Guaranteed Indebtedness shall be incurred, assumed or otherwise
      be reflected on a consolidated balance sheet of Borrowers and Target after
      giving effect to such Permitted Acquisition, except (1) Loans made hereunder
      and
      (2) Indebtedness and/or Guaranteed Indebtedness permitted under Section
      6.3
      or
Section
      6.6,
      as
      applicable; 

     

    (F) the
      Target
      shall have Pro Forma Acquisition EBITDA of not less than $0 for the trailing
      twelve month period preceding the date of the consummation of the Permitted
      Acquisition, as determined based upon the Target's financial statements for
      its
      most recently completed fiscal year and its most recent interim financial period
      completed within 60 days prior to the date of consummation of such Permitted
      Acquisition;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (G) the
      business and assets acquired in such Permitted Acquisition shall be free and
      clear of all Liens (other than Permitted Encumbrances);

     

    (H) at
      or
      prior to the closing of any Permitted Acquisition, subject to Section
      5.9(b),
      Agent
      will be granted a first priority perfected Lien (subject to Permitted
      Encumbrances) in all assets acquired pursuant thereto or, as applicable, in
      the
      assets and Stock of the Target, and Borrowers and the Target shall have executed
      such documents and taken such actions as may be reasonably required by Agent
      in
      connection therewith;

     

    (I) concurrently
      with delivery of the notice referred to in clause
      (A)
      above,
      Borrowers shall have delivered to Agent, in form and substance satisfactory
      to
      Agent in its reasonable credit judgment:

     

    
      	 	
              (1)

            	
              a
                pro forma consolidated balance sheet, income statement and cash flow
                statement of Holdings and its Subsidiaries (the "Acquisition
                Pro Forma"),
                based on recent financial statements, which shall fairly present
                in all
                material respects the assets, liabilities, financial condition and
                results
                of operations of Holdings and its Subsidiaries in accordance with
                GAAP
                consistently applied, but taking into account such Permitted Acquisition
                and the funding of all Loans in connection therewith, and such Acquisition
                Pro Forma shall (x) reflect that, on a pro forma basis, Holdings
                and its
                Subsidiaries would have had a Leverage Ratio not in excess of 1.0
                to 1.0
                for the four quarter period reflected in the Compliance Certificate
                most
                recently delivered to Agent pursuant to Section
                4.1
                prior to the consummation of such Permitted Acquisition (after giving
                effect to such Permitted Acquisition and all Loans funded in connection
                therewith as if made on the first day of such period), and (y) reflect
                that, on a pro forma basis, no Event of Default has occurred and
                is
                continuing or would result after giving effect to such Permitted
                Acquisition; and

            


    

     

    
      	 	
              (2)

            	
              a
                certificate of the chief financial officer of Holdings to the effect
                that:
                (x) the Credit Parties will be Solvent upon the consummation of the
                Permitted Acquisition; (y) the Acquisition Pro Forma fairly presents
                the
                financial condition of Holdings and its Subsidiaries (on a consolidated
                basis) as of the date thereof after giving effect to the Permitted
                Acquisition; and (z) Holdings and its Subsidiaries have completed
                their
                due diligence investigation with respect to the Target and such Permitted
                Acquisition, which investigation was conducted in a commercially
                reasonable manner, consistent with past practices;
                

            


    

     

    (J) on
      or
      prior to the date of such Permitted Acquisition (or promptly thereafter for
      any
      Threshold Acquisition), Agent shall have received (1) a copy of the acquisition
      agreement and (2) copies of all other related agreements, instruments, opinions,
      certificates, lien search results and other documents reasonably requested
      by
      Agent.

     

    Notwithstanding
      anything to the contrary in this Section
      6.1,
      Borrowers shall not be required to satisfy the conditions set forth in
      subsections (C),
      (F)
      and
      (I)
      above
      for any Threshold Acquisition.

     

    
      
        
        

      

      
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    6.2. Investments;
      Loans and Advances.

     

    Except
      as
      otherwise expressly permitted by this Section 6,
      no
      Credit Party shall make or permit to exist any investment in, or make, accrue
      or
      permit to exist loans or advances of money to, any Person, through the direct
      or
      indirect lending of money, holding of securities or otherwise, except that:
      (a) Borrowers may hold investments comprised of notes payable, or stock or
      other securities issued by Account Debtors to any Borrower pursuant to
      negotiated agreements with respect to settlement of such Account Debtor's
      Accounts in the ordinary course of business, so long as the aggregate amount
      of
      such Accounts so settled by Borrowers does not exceed $500,000; (b) each Credit
      Party may make and maintain investments in any other Credit Party; provided,
      that,
      (i) the aggregate amount of investments made by Credit Parties (other than
      any
      Non-Guarantor Subsidiary) in Odyssey Fort Worth and Odyssey Detroit shall not
      exceed $8,000,000 and (ii) the aggregate amount of investments made by Credit
      Parties (other than any Non-Guarantor Subsidiary) in all Non-Guarantor
      Subsidiaries (excluding Odyssey Fort Worth and Odyssey Detroit) shall not exceed
      $20,000,000; (c) Borrowers may make investments in (i) marketable
      direct obligations issued or unconditionally guaranteed by the United States
      of
      America or any agency thereof maturing within one year from the date of
      acquisition thereof, (ii) commercial paper maturing no more than one year
      from the date of creation thereof and currently having the highest rating
      obtainable from either Standard & Poor's Ratings Group or Moody's Investors
      Service, Inc., (iii) certificates of deposit maturing no more than one year
      from the date of creation thereof issued by commercial banks incorporated under
      the laws of the United States of America, each having combined capital, surplus
      and undivided profits of not less than $300,000,000 and having a senior
      unsecured rating of "A" or better by a nationally recognized rating agency
      (an
      "A
      Rated
      Bank"),
      (iv) time deposits maturing no more than 30 days from the date of creation
      thereof with A Rated Banks and (v) mutual funds that invest solely in one
      or more of the investments described in clauses (i)
      through
(iv)
      above,
      and (d) other investments not exceeding $5,000,000 in the aggregate at any
      time outstanding.

     

    
      
        
        

      

      
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    6.3. Indebtedness.

     

    No
      Credit
      Party shall create, incur, assume or permit to exist any Indebtedness, except
      (without duplication) (i) Indebtedness secured by purchase money security
      interests and Capital Leases permitted in Section 6.7(c),
      (ii) the Loans and the other Obligations, (iii) unfunded pension fund
      and other employee benefit plan obligations and liabilities to the extent they
      are permitted to remain unfunded under applicable law, (iv) existing
      Indebtedness described in Disclosure
      Schedule 6.3
      and
      refinancings thereof or amendments or modifications thereto that do not have
      the
      effect of increasing the principal amount thereof or changing the amortization
      thereof (other than to extend the same) and that are otherwise on terms and
      conditions no less favorable to any Credit Party than the terms of the
      Indebtedness being refinanced, amended or modified, (v) (i) Indebtedness
      consisting of intercompany loans and advances made by any Credit Party (other
      than the Non-Guarantor Subsidiaries) to any other Credit Party; provided,
      that,
      Credit Parties shall not make intercompany loans or advances to the
      Non-Guarantor Subsidiaries in excess of the respective amounts permitted under
      Section 6.2(b) less the amount of any other investments made under Section
      6.2(b) and (ii) Subordinated Indebtedness consisting of intercompany loans
      and
      advances made by any Non-Guarantor Subsidiary to any other Credit Party, (vi)
      Indebtedness arising upon the draw of one or more Permitted L/Cs, and (vii)
      unsecured Indebtedness incurred (x) in connection with Permitted Acquisitions
      not exceeding $10,000,000 in the aggregate at any time outstanding and (y)
      in
      connection with any single Permitted Acquisition not exceeding $5,000,000 in
      the
      aggregate.

     

    6.4. Employee
      Loans and Affiliate Transactions.

     

    (a) No
      Credit
      Party shall enter into or be a party to any transaction with any Affiliate
      (other than another Credit Party that is not a Non-Guarantor Subsidiary) thereof
      except in the ordinary course of and pursuant to the reasonable requirements
      of
      such Credit Party's business and upon fair and reasonable terms that are no
      less
      favorable to such Credit Party than would be obtained in a comparable arm's
      length transaction with a Person not an Affiliate of such Credit Party. In
      addition, if any such transaction or series of related transactions involves
      payments in excess of $1,000,000 in the aggregate, the terms of these
      transactions must be disclosed in advance, in writing, to Agent and Lenders.
      All
      such transactions existing as of the date hereof are described in Disclosure
      Schedule 6.4(a).

     

    (b) No
      Credit
      Party shall enter into any lending or borrowing transaction with any employees
      of any Credit Party, except loans to its respective employees in the ordinary
      course of business consistent with past practices for travel and entertainment
      expenses, relocation costs and similar purposes and stock option financing
      up to
      a maximum of $100,000 to any employee and up to a maximum of $500,000 in the
      aggregate at any one time outstanding.

     

    
      
        
        

      

      
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    6.5. Capital
      Structure and Business.

     

    No
      Credit
      Party shall (a) issue or sell any shares of preferred Stock to the extent
      the terms of such preferred Stock provide for, or permit the holders of such
      preferred Stock to require, a mandatory redemption or any other cash payment
      prior to May 24, 2009 unless such redemption or other cash payment is subject
      to
      the terms of this Agreement and the other Loan Documents, (b) make any
      change in its capital structure as described in Disclosure
      Schedule 3.8,
      including the issuance or sale of any shares of Stock, warrants or other
      securities convertible into Stock or any revision of the terms of its
      outstanding Stock; provided,
      that
      Holdings may issue or sell shares of its Stock for cash so long as no Change
      of
      Control occurs after giving effect thereto, or (c) amend its charter or
      bylaws in a manner that would adversely affect Agent or Lenders or such Credit
      Party's duty or ability to repay the Obligations. No Credit Party shall engage
      in any business other than the businesses currently engaged in by it or
      businesses reasonably related thereto.

     

    6.6. Guaranteed
      Indebtedness.

     

    No
      Credit
      Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness
      in an aggregate amount greater than $1,000,000 except (a) by endorsement of
      instruments or items of payment for deposit to the general account of any Credit
      Party (other than a Non-Guarantor Subsidiary), (b) for Guaranteed
      Indebtedness incurred for the benefit of any other Credit Party (other than
      a
      Non-Guarantor Subsidiary) if the primary obligation is expressly permitted
      by
      this Agreement and (c) reimbursement obligations in respect of Permitted
      L/Cs.

     

    6.7. Liens.

     

    No
      Credit
      Party shall create, incur, assume or permit to exist any Lien on or with respect
      to its Accounts or any of its other properties or assets (whether now owned
      or
      hereafter acquired) (including any fee ownership interests in Real Estate which
      have not been required to be encumbered as Collateral pursuant to Section 5.9(b)
      hereof) except for (a) Permitted Encumbrances; (b) Liens in existence
      on the date hereof and summarized on Disclosure
      Schedule 6.7
      securing
      the Indebtedness described on Disclosure
      Schedule 6.3
      and
      permitted refinancings, extensions and renewals thereof, including extensions
      or
      renewals of any such Liens; provided,
      that the
      principal amount of the Indebtedness so secured is not increased and the Lien
      does not attach to any other property; and (c) Liens created after the date
      hereof by conditional sale or other title retention agreements (including
      Capital Leases) or in connection with purchase money Indebtedness with respect
      to assets acquired by any Credit Party in the ordinary course of business,
      involving the incurrence of an aggregate amount of purchase money Indebtedness
      and Capital Lease Obligations of not more than $5,000,000 outstanding at any
      one
      time for all such Liens (provided
      that such
      Liens attach only to the assets subject to such purchase money debt and such
      Indebtedness is or was incurred within 20 days following such purchase and
      does
      not exceed one hundred percent (100%) of the purchase price of the subject
      assets). In addition, no Credit Party shall become a party to any agreement,
      note, indenture or instrument, or take any other action, that would prohibit
      the
      creation of a Lien on any of its properties or other assets in favor of Agent,
      on behalf of itself and Lenders, as additional collateral for the Obligations,
      except operating leases, Capital Leases or Licenses which prohibit Liens upon
      the assets that are subject thereto.

     

    
      
        
        

      

      
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    6.8. Sale
      of
      Stock and Assets.

     

    Except
      as
      otherwise expressly permitted by Section 6.1 of this Agreement, no Credit Party
      shall sell, transfer, convey, assign or otherwise dispose of any of its
      properties or other assets, including the Stock of any of its Subsidiaries
      (whether in a public or a private offering or otherwise) or any of its Accounts,
      other than (a) the sale of Inventory in the ordinary course of business,
      and (b) the sale, transfer, conveyance or other disposition by a Credit
      Party of assets (other than the sale of Inventory in the ordinary course of
      business) having a net book value not exceeding $1,000,000 in any single
      transaction or $3,000,000 in the aggregate in any Fiscal Year. With respect
      to
      any disposition of assets or other properties permitted pursuant to clause (b)
      above,
      subject to Section 1.3(b),
      Agent
      agrees on reasonable prior written notice to release its Lien on such assets
      or
      other properties in order to permit the applicable Credit Party to effect such
      disposition and shall execute and deliver to Borrowers, at Borrowers' expense,
      appropriate UCC-3 termination statements and other releases as reasonably
      requested by Borrowers.

     

    6.9. ERISA.

     

    No
      Credit
      Party shall, or shall cause or permit any ERISA Affiliate to, cause or permit
      to
      occur an event that could result in the imposition of a Lien under
      Section 412 of the IRC or Section 302 or 4068 of ERISA
      or cause
      or permit to occur an ERISA Event to the extent such ERISA Event could
      reasonably be expected to have a Material Adverse Effect.

     

    6.10. Financial
      Covenants.

     

    Borrowers
      shall not breach or fail to comply with any of the Financial
      Covenants.

     

    6.11. Hazardous
      Materials.

     

    No
      Credit
      Party shall cause or permit a Release of any Hazardous Material on, at, in,
      under, above, to, from or about any of the Real Estate where such Release would
      (a) violate in any respect, or form the basis for any Environmental
      Liabilities under, any Environmental Laws or Environmental Permits or
      (b) otherwise adversely impact the value of any of the Real Estate or any
      of the Collateral, other than such violations or Environmental Liabilities
      that
      could not reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    6.12. Sale-Leasebacks.

     

    No
      Credit
      Party shall engage in any sale-leaseback, synthetic lease or similar transaction
      involving any of its assets.

     

    6.13. Cancellation
      of Indebtedness.

     

    No
      Credit
      Party shall cancel any claim or debt owing to it in excess of $500,000, except
      for reasonable consideration negotiated on an arm's length basis and in the
      ordinary course of its business consistent with past practices.

     

    6.14. Restricted
      Payments.

     

    No
      Credit
      Party shall make any Restricted Payment, except (a) payments with respect
      to intercompany loans and advances between Credit Parties to the extent
      permitted by Section 6.3,
      (b) dividends and distributions by Subsidiaries of any Credit Party paid to
      such Credit Party, (c) employee loans permitted under Section 6.4(b),
      (d)
      management fees paid by any Credit Party to any other Credit Party (other than
      Non-Guarantor Subsidiaries), and (e) payments by Holdings to purchase or redeem
      its Stock (or warrants, options or other rights to acquire such Stock) in an
      aggregate amount not to exceed $51,000,0000 in Fiscal Year 2007 and $30,000,000
      in any Fiscal Year thereafter; provided
      that,
      with respect to clause (e) only, (i) no Default or Event of Default exists
      at
      the time of any such payment or would occur as a result of the payment thereof
      and (ii) Borrowers are in compliance with the Financial Covenants on a pro
      forma
      basis for the four Fiscal Quarter period most recently ended prior to the making
      of such Restricted Payment as if the Restricted Payment (as well as any other
      Restricted Payment made since the end of such period) had occurred on the first
      day of such four Fiscal Quarter period.

     

    6.15. Change
      of
      Corporate Name or Location; Change of Fiscal Year.

     

    No
      Credit
      Party shall (a) change its name as it appears in official filings in the
      state of its incorporation or other organization, (b) change its chief
      executive office, principal place of business, or the location of its records
      concerning the Collateral, or (c) change its organization identification
      number, if any, issued by its state of incorporation or other organization,
      in
      each case without at least 30 days prior written notice to Agent and, in the
      case of a change in any Credit Party's chief executive office, a landlord
      agreement that is reasonably satisfactory to Agent shall have been obtained
      with
      respect to such location, and provided
      that any
      such new location shall be in the continental United States. No Credit Party
      shall change its Fiscal Year. No Credit Party shall (a) change the type of
      entity that it is, or (b) change its state of incorporation or
      organization, in each case without at least 30 days prior written notice to
      Agent and after Agent's written acknowledgment that any reasonable action
      requested by Agent in connection therewith, including to continue the perfection
      of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, has
      been completed or taken.

     

    
      
        
        

      

      
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    6.16. No
      Impairment of Intercompany Transfers.

     

    No
      Credit
      Party shall directly or indirectly enter into or become bound by any agreement,
      instrument, indenture or other obligation (other than this Agreement and the
      other Loan Documents) that could directly or indirectly restrict, prohibit
      or
      require the consent of any Person with respect to the payment of dividends
      or
      distributions or the making or repayment of intercompany loans by a Subsidiary
      of any Borrower to any Borrower or between Borrowers.

     

    6.17. No
      Speculative Transactions.

     

    No
      Credit
      Party shall engage in any transaction involving commodity options, futures
      contracts or similar transactions, except solely to hedge against fluctuations
      in the prices of commodities owned or purchased by it and the values of foreign
      currencies receivable or payable by it and interest swaps, caps or
      collars.

     

    6.18. Leases;
      Real Estate Purchases.

     

    Except
      as
      permitted under Section 6.1
      in
      connection with a Permitted Acquisition, no Credit Party shall purchase a fee
      simple ownership interest in any single parcel of Real Estate with a purchase
      price in excess of $5,000,000.

     

    6.19. Business
      Associate Agreement.

     

    No
      Credit
      Party shall terminate the Business Associate Agreement.

    


    
      
        
        

      

      
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              7.

            	
              TERM

            


    

     

    7.1. Termination.

     

    The
      financing arrangements contemplated hereby shall be in effect until the
      Commitment Termination Date, and the Loans and all other Obligations shall
      be
      automatically due and payable in full on such date.

     

    7.2. Survival
      of Obligations Upon Termination of Financing Arrangements.

     

    Except
      as
      otherwise expressly provided for in the Loan Documents, no termination or
      cancellation (regardless of cause or procedure) of any financing arrangement
      under this Agreement shall in any way affect or impair the
      obligations, duties
      and
      liabilities of the Credit Parties or the rights of Agent and Lenders relating
      to
      any unpaid portion of the Loans or any other Obligations, due or not due,
      liquidated, contingent or unliquidated, or any transaction or event occurring
      prior to such termination, or any transaction or event, the performance of
      which
      is required after the Commitment Termination Date. Except as otherwise expressly
      provided herein or in any other Loan Document, all undertakings, agreements,
      covenants, warranties and representations of or binding upon the Credit Parties,
      and all rights of Agent and each Lender, all as contained in the Loan Documents,
      shall not terminate or expire, but rather shall survive any such termination
      or
      cancellation and shall continue in full force and effect until the Termination
      Date; provided,
      that the
      provisions of Section 11,
      the
      payment obligations under Sections 1.15
      and
1.16,
      and the
      indemnities contained in the Loan Documents shall survive the Termination
      Date.

     

     

    
      
        
        

      

      
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              8.

            	
              EVENTS
                OF DEFAULT; RIGHTS AND
                REMEDIES

            


    

     

    8.1. Events
      of
      Default.

     

    The
      occurrence of any one or more of the following events (regardless of the reason
      therefor) shall constitute an "Event of Default" hereunder:

     

    (a) Any
      Borrower (i) fails to make any payment of principal of the Loans when due
      and payable, (ii) fails to make any payment of interest on, or Fees owing in
      respect of, the Loans or any of the other Obligations within 3 Business Days
      following the date such interest, Fees or other Obligations are due and payable,
      or (iii) fails to pay or reimburse Agent or Lenders for any expense
      reimbursable hereunder or under any other Loan Document within 10 days following
      Agent's demand for such reimbursement or payment of expenses.

     

    (b) Any
      Credit
      Party fails or neglects to perform, keep or observe any of the provisions of
      Sections 1.4,
      5.4(a)
      or
6,
      or any
      of the provisions set forth in Annex
      F,
      respectively. 

     

    (c) Any
      Borrower fails or neglects to perform, keep or observe any of the provisions
      of
Section 1.8
      or 4 or
      any provisions set forth in Annexes
      C or E,
      respectively, and the same shall remain unremedied for the earlier of 3 Business
      Days after (i) any Senior Officer's knowledge of such breach or (ii) receipt
      by
      Borrowers of written notice from Agent of such breach. 

     

    (d) Any
      Credit
      Party fails or neglects to perform, keep or observe any other provision of
      this
      Agreement or of any of the other Loan Documents (other than any provision
      embodied in or covered by any other clause of this Section 8.1)
      and the
      same shall remain unremedied for the earlier of 15 days after (i) any Senior
      Officer's knowledge of such breach or (ii) receipt by Borrowers of written
      notice from Agent of such breach; provided, however, that if such breach is
      not
      susceptible to cure within such 15-day period and Borrowers are diligently
      pursuing such cure at the expiration of such 15-day period, such 15-day period
      shall be extended an additional 15 days.

     

    (e) A
      default
      or breach occurs under any other agreement, document or instrument to which
      any
      Credit Party is a party that is not cured within any applicable grace period
      therefor, and such default or breach (i) involves the failure to make any
      payment when due in respect of any Indebtedness or Guaranteed Indebtedness
      (other than the Obligations) of any Credit Party in excess of $1,000,000 in
      the
      aggregate (including (x) undrawn committed or available amounts and
      (y) amounts owing to all creditors under any combined or syndicated credit
      arrangements), or (ii) causes, or permits any holder of such Indebtedness
      or Guaranteed Indebtedness or a trustee to cause, Indebtedness or Guaranteed
      Indebtedness or a portion thereof in excess of $1,000,000 in the aggregate
      to
      become due prior to its stated maturity or prior to its regularly scheduled
      dates of payment, or cash collateral in respect thereof to be demanded, in
      each
      case, regardless of whether such default is waived, or such right is exercised,
      by such holder or trustee.

     

    (f) Any
      representation or warranty herein or in any Loan Document or in any written
      statement, report, financial statement or certificate made or delivered to
      Agent
      or any Lender by any Credit Party is untrue or incorrect in any material respect
      as of the date when made or deemed made.

     

    (g) Assets
      of
      any Credit Party with a fair market value of $500,000 or more are attached,
      seized, levied upon or subjected to a writ or distress warrant, or come within
      the possession of any receiver, trustee, custodian or assignee for the benefit
      of creditors of any Credit Party and such condition continues for 30 days or
      more.

     

    (h) A
      case or
      proceeding is commenced against any Credit Party seeking a decree or order
      in
      respect of such Credit Party (i) under the Bankruptcy Code, or any other
      applicable federal, state or foreign bankruptcy or other similar law,
      (ii) appointing a custodian, receiver, liquidator, assignee, trustee or
      sequestrator (or similar official) for such Credit Party or for any substantial
      part of any such Credit Party's assets, or (iii) ordering the winding-up or
      liquidation of the affairs of such Credit Party, and such case or proceeding
      shall remain undismissed or unstayed for 60 days or more or a decree or order
      granting the relief sought in such case or proceeding shall be entered by a
      court of competent jurisdiction.

     

    (i) Any
      Credit
      Party (i) files a petition seeking relief under the Bankruptcy Code, or any
      other applicable federal, state or foreign bankruptcy or other similar law,
      (ii) consents to or fails to contest in a timely and appropriate manner the
      institution of proceedings thereunder or the filing of any such petition or
      the
      appointment of or taking possession by a custodian, receiver, liquidator,
      assignee, trustee or sequestrator (or similar official) for such Credit Party
      or
      for any substantial part of any such Credit Party's assets, (iii) makes an
      assignment for the benefit of creditors, (iv) takes any action in
      furtherance of any of the foregoing, or (v) admits in writing its inability
      to, or is generally unable to, pay its debts as such debts become
      due.

     

    (j) A
      final
      judgment or judgments for the payment of money in excess of $1,000,000 in the
      aggregate at any time are outstanding against one or more of the Credit Parties
      and the same are not, within 30 days after the entry thereof, discharged or
      execution thereof stayed or bonded pending appeal, or such judgments are not
      discharged prior to the expiration of any such stay.

     

    
      
        
        

      

      
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    (k) Any
      material provision of any Loan Document for any reason ceases to be valid,
      binding and enforceable in accordance with its terms (or any Credit Party shall
      challenge the enforceability of any Loan Document or shall assert in writing,
      or
      engage in any action or inaction based on any such assertion, that any provision
      of any of the Loan Documents has ceased to be or otherwise is not valid, binding
      and enforceable in accordance with its terms), or any Lien created under any
      Loan Document ceases to be a valid and perfected first priority Lien (except
      as
      otherwise permitted herein or therein) in any of the Collateral purported to
      be
      covered thereby due to any action or omission by any Credit Party.

     

    (l) Any
      Change
      of Control occurs.

     

    8.2. Remedies.

     

    (a) If
      any
      Default or Event of Default has occurred and is continuing, Agent may (and
      at
      the written request of the Requisite Lenders shall), without notice, suspend
      the
      Revolving Loan facility with respect to additional Advances and/or the
      incurrence of additional Letter of Credit Obligations, whereupon any additional
      Advances and additional Letter of Credit Obligations shall be made or incurred
      in Agent's sole discretion (or in the sole discretion of the Requisite Lenders,
      if such suspension occurred at their direction) so long as such Default or
      Event
      of Default is continuing. If any Event of Default has occurred and is
      continuing, Agent may (and at the written request of Requisite Lenders shall),
      without notice except as otherwise expressly provided herein, increase the
      rate
      of interest applicable to the outstanding principal balance of the Loans and
      the
      Letter of Credit Fees to the Default Rate.

     

    (b) If
      any
      Event of Default has occurred and is continuing, Agent may (and at the written
      request of the Requisite Lenders shall), without notice: (i) terminate the
      Revolving Loan facility with respect to further Advances or the incurrence
      of
      further Letter of Credit Obligations; (ii) declare all or any portion of
      the Obligations, including all or any portion of any Loan to be forthwith due
      and payable, and require that the Letter of Credit Obligations be cash
      collateralized as provided in Annex B,
      all
      without presentment, demand, protest or further notice of any kind, all of
      which
      are expressly waived by Borrowers and each other Credit Party; (iii) conduct,
      at
      Borrowers' expense, such appraisals of Borrowers' assets as may be desired
      by
      Agent or Lenders or (iv) exercise any rights and remedies provided to Agent
      under the Loan Documents or at law or equity, including all remedies provided
      under the Code; provided,
      that
      upon the occurrence of an Event of Default specified in Sections 8.1(h)
      or
(i),
      the
      Revolving Loan facility shall be immediately terminated and all of the
      Obligations, including the aggregate Revolving Loan, shall become immediately
      due and payable without declaration, notice or demand by any
      Person.

     

    
      
        
        

      

      
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    8.3. Waivers
      by
      Credit Parties.

     

    Except
      as
      otherwise provided for in this Agreement or by applicable law, each Credit
      Party
      waives (including for purposes of Section 12):
      (a) presentment, demand and protest and notice of presentment, dishonor,
      notice of intent to accelerate, notice of acceleration, protest, default,
      nonpayment, maturity, release, compromise, settlement, extension or renewal
      of
      any or all commercial paper, accounts, contract rights, documents, instruments,
      chattel paper and guaranties at any time held by Agent on which any Credit
      Party
      may in any way be liable, and hereby ratifies and confirms whatever Agent may
      do
      in this regard, (b) all rights to notice and a hearing prior to Agent's
      taking possession or control of, or to Agent's replevy, attachment or levy
      upon,
      the Collateral or any bond or security that might be required by any court
      prior
      to allowing Agent to exercise any of its remedies, and (c) the benefit of
      all valuation, appraisal, marshaling and exemption laws.

     

    
      
        
        

      

      
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              9.

            	
              ASSIGNMENT
                AND PARTICIPATIONS; APPOINTMENT OF
                AGENT

            


    

     

    9.1. Assignment
      and Participations.

     

    (a) Subject
      to
      the terms of this Section 9.1,
      any
      Lender may make an assignment to a Qualified Assignee of, or sell participations
      in, at any time or times, the Loan Documents, Loans, Letter of Credit
      Obligations and any Commitment or any portion thereof or interest therein,
      including any Lender's rights, title, interests, remedies, powers or duties
      thereunder. Any assignment by a Lender shall: (i) require the consent of
      Agent (which consent shall not be unreasonably withheld or delayed with respect
      to a Qualified Assignee) and the execution of an assignment agreement (an
      "Assignment
      Agreement")
      substantially in the form attached hereto as Exhibit
      9.1(a)
      and
      otherwise in form and substance reasonably satisfactory to, and acknowledged
      by,
      Agent; (ii) be conditioned on such assignee Lender representing to the
      assigning Lender and Agent that it is purchasing the applicable Loans to be
      assigned to it for its own account, for investment purposes and not with a
      view
      to the distribution thereof; (iii) after giving effect to any such partial
      assignment, the assignee Lender shall have Commitments in an amount at least
      equal to $5,000,000 and the assigning Lender shall have retained Commitments
      in
      an amount at least equal to $5,000,000; (iv) include a payment to Agent of
      an assignment fee of $3,500; and (v) so long as no Event of Default has
      occurred and is continuing, require the consent of Borrowers (which consent
      shall not be unreasonably withheld or delayed with respect to a Qualified
      Assignee, it being understood that Borrowers shall not be unreasonable in
      withholding their consent based on the negative reputation of a potential
      Qualified Assignee or as a result of a potential Qualified Assignee being a
      lead
      agent or arranger for a financing of a competitor of Borrowers in the hospice
      services business that is of comparable size to Borrowers). Borrowers agree
      that
      upon request of Agent they shall provide a list of potential Qualified Assignees
      for which they intend to withhold their consent and the reasons therefor. In
      the
      case of an assignment by a Lender under this Section 9.1,
      the
      assignee shall have, to the extent of such assignment, the same rights, benefits
      and obligations as all other Lenders hereunder. The assigning Lender shall
      be
      relieved of its obligations hereunder with respect to its Commitments or
      assigned portion thereof from and after the date of such assignment. Each
      Borrower hereby acknowledges and agrees that any permitted assignment shall
      give
      rise to a direct obligation of Borrowers to the assignee and that the assignee
      shall be considered to be a "Lender". In all instances, each Lender's liability
      to make Loans hereunder shall be several and not joint and shall be limited
      to
      such Lender's Pro Rata Share of the applicable Commitment. In the event Agent
      or
      any Lender assigns or otherwise transfers all or any part of the Obligations
      in
      accordance herewith, Agent or any such Lender shall so notify Borrowers and
      Borrowers shall, upon the written request of Agent or such Lender, execute
      new
      Notes in exchange for the Notes, if any, being assigned. Notwithstanding the
      foregoing provisions of this Section 9.1(a),
      any
      Lender may at any time pledge the Obligations held by it and such Lender's
      rights under this Agreement and the other Loan Documents to a Federal Reserve
      Bank, and any Lender that is an investment fund may assign the Obligations
      held
      by it and such Lender's rights under this Agreement and the other Loan Documents
      to another investment fund managed by the same investment advisor; provided,
      that no
      such pledge to a Federal Reserve Bank shall release such Lender from such
      Lender's obligations hereunder or under any other Loan Document. 

     

    (b) Any
      participation by a Lender of all or any part of its Commitments shall be made
      with the understanding that all amounts payable by Borrowers hereunder shall
      be
      determined as if that Lender had not sold such participation, and that the
      holder of any such participation shall not be entitled to require such Lender
      to
      take or omit to take any action hereunder except actions directly affecting
      (i) any reduction in the principal amount of, or interest rate or Fees
      payable with respect to, any Loan in which such holder participates,
      (ii) any extension of the scheduled amortization of the principal amount of
      any Loan in which such holder participates or the final maturity date thereof,
      and (iii) any release of all or substantially all of the Collateral (other
      than in accordance with the terms of this Agreement, the Collateral Documents
      or
      the other Loan Documents). Solely for purposes of Sections 1.13,
      1.15,
      1.16
      and
9.8,
      each
      Borrower acknowledges and agrees that a participation shall give rise to a
      direct obligation of Borrowers to the participant and the participant shall
      be
      considered to be a "Lender". Except as set forth in the preceding sentence
      no
      Borrower or Credit Party shall have any obligation or duty to any participant.
      Neither Agent nor any Lender (other than the Lender selling a participation)
      shall have any duty to any participant and may continue to deal solely with
      the
      Lender selling a participation as if no such sale had occurred.

     

    (c) Except
      as
      expressly provided in this Section 9.1,
      no
      Lender shall, as between Borrowers and that Lender, or Agent and that Lender,
      be
      relieved of any of its obligations hereunder as a result of any sale,
      assignment, transfer or negotiation of, or granting of participation in, all
      or
      any part of the Loans, the Notes or other Obligations owed to such
      Lender.

     

    (d) Each
      Credit Party executing this Agreement shall assist any Lender permitted to
      sell
      assignments or participations under this Section 9.1
      as
      reasonably required to enable the assigning or selling Lender to effect any
      such
      assignment or participation, including the execution and delivery of any and
      all
      agreements, notes and other documents and instruments as shall be requested
      and,
      if requested by Agent, the preparation of informational materials for, and
      the
      participation of management in meetings with, potential assignees or
      participants. Each Credit Party executing this Agreement shall certify the
      correctness, completeness and accuracy of all descriptions of the Credit Parties
      and their respective affairs contained in any selling materials provided by
      them
      and all other information provided by them and included in such materials,
      except that any Projections delivered by Borrowers shall only be certified
      by
      Borrowers as having been prepared by Borrowers in compliance with the
      representations contained in Section 3.4(c).

     

    (e) Subject
      to
      Section 11.8, any Lender may furnish any information concerning Credit Parties
      in the possession of such Lender from time to time to assignees and participants
      (including prospective assignees and participants); provided,
      that
      such Lender shall obtain from assignees or participants confidentiality
      covenants substantially equivalent to those contained in Section 11.8.

     

    (f) So
      long as
      no Event of Default has occurred and is continuing, no Lender shall assign
      or
      sell participations in any portion of its Loans or Commitments to a potential
      Lender or participant, if, as of the date of the proposed assignment or sale,
      the assignee Lender or participant would be subject to capital adequacy or
      similar requirements under Section 1.16(a),
      increased costs under Section 1.16(b),
      an
      inability to fund LIBOR Loans under Section 1.16(c),
      or
      withholding taxes in accordance with Section 1.15(a).
      

     

    (g) Notwithstanding
      anything to the contrary contained herein, any Lender (a "Granting
      Lender"),
      may
      grant to a special purpose funding vehicle (an "SPC"),
      identified as such in writing by the Granting Lender to Agent and Borrowers,
      the
      option to provide to Borrowers all or any part of any Loans that such Granting
      Lender would otherwise be obligated to make to Borrowers pursuant to this
      Agreement; provided,
      that
      (i) nothing herein shall constitute a commitment by any SPC to make any
      Loan; and (ii) if an SPC elects not to exercise such option or otherwise
      fails to provide all or any part of such Loan, the Granting Lender shall be
      obligated to make such Loan pursuant to the terms hereof. The making of a Loan
      by an SPC hereunder shall utilize the Commitment of the Granting Lender to
      the
      same extent, and as if such Loan were made by such Granting Lender. No SPC
      shall
      be liable for any indemnity or similar payment obligation under this Agreement
      (all liability for which shall remain with the Granting Lender). Any SPC may
      (i) with written notice to, but without the prior written consent of,
      Borrowers and 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 Borrowers and Agent in writing)
      providing liquidity and/or credit support to or for the account of such SPC
      to
      support the funding or maintenance of Loans and (ii) subject to the terms
      of Section 11.8, 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. Subject
      to the terms of Section 11.2, this Section 9.1(g)
      may not
      be amended without the prior written consent of each Granting Lender, all or
      any
      of whose Loans are being funded by an SPC at the time of such amendment. For
      the
      avoidance of doubt, the Granting Lender shall for all purposes, including
      without limitation, the approval of any amendment or waiver of any provision of
      any Loan Document or the obligation to pay any amount otherwise payable by
      the
      Granting Lender under the Loan Documents, continue to be the Lender of record
      hereunder.

     

    
      
        
        

      

      
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    9.2. Appointment
      of Agent.

     

    GE
      Capital
      is hereby appointed to act on behalf of all Lenders as Agent under this
      Agreement and the other Loan Documents. The provisions of this Section 9.2
      are
      solely for the benefit of Agent and Lenders and no Credit
      Party nor any other Person shall have any rights as a third party beneficiary
      of
      any of the provisions hereof. In performing its functions and duties under
      this
      Agreement and the other Loan Documents, Agent shall act solely as an agent
      of
      Lenders and does not assume and shall not be deemed to have assumed any
      obligation toward or relationship of agency or trust with or for any Credit
      Party or any other Person. Agent shall have no duties or responsibilities except
      for those expressly set forth in this Agreement and the other Loan Documents.
      The duties of Agent shall be mechanical and administrative in nature and Agent
      shall not have, or be deemed to have, by reason of this Agreement, any other
      Loan Document or otherwise a fiduciary relationship in respect of any Lender.
      Except as expressly set forth in this Agreement and the other Loan Documents,
      Agent shall not have any duty to disclose, and shall not be liable for failure
      to disclose, any information relating to any Credit Party or any of their
      respective Subsidiaries or any Account Debtor that is communicated to or
      obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent
      nor any of its Affiliates nor any of their respective officers, directors,
      employees, agents or representatives shall be liable to any Lender for any
      action taken or omitted to be taken by it hereunder or under any other Loan
      Document, or in connection herewith or therewith, except for damages caused
      by
      its or their own bad faith, gross negligence or willful misconduct,
      as
      determined by a final court of competent jurisdiction.

     

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

     

    9.3. Agent's
      Reliance, Etc.

     

    Neither
      Agent nor any of its Affiliates nor any of their respective directors, officers,
      agents or employees shall be liable for any action taken or omitted to be taken
      by it or them under or in connection with this Agreement or the other Loan
      Documents, except for damages caused by its or their own bad faith, gross
      negligence or willful misconduct, as determined by a final court of competent
      jurisdiction. Without limiting the generality of the foregoing, Agent:
      (a) may treat the payee of any Note as the holder thereof until Agent
      receives written notice of the assignment or transfer thereof signed by such
      payee and in form reasonably satisfactory to Agent; (b) may consult with
      legal counsel, independent public accountants and other experts selected by
      it
      and shall not be liable for any action taken or omitted to be taken by it in
      good faith in accordance with the advice of such counsel, accountants or
      experts; (c) makes no warranty or representation to any Lender and shall
      not be responsible to any Lender for any statements, warranties or
      representations made in
      or in
      connection with this Agreement or the other Loan Documents; (d) shall not
      have any duty to ascertain or to inquire as to the performance or observance
      of
      any of the terms, covenants or conditions of this Agreement or the other Loan
      Documents on the part of any Credit Party or to inspect the Collateral
      (including the books and records) of any Credit Party; (e) shall not be
      responsible to any Lender for the due execution, legality, validity,
      enforceability, genuineness, sufficiency or value of this Agreement or the
      other
      Loan Documents or any other instrument or document furnished pursuant hereto
      or
      thereto; and (f) shall incur no liability under or in respect of this
      Agreement or the other Loan Documents by acting upon any notice, consent,
      certificate or other instrument or writing (which may be by telecopy, telegram,
      cable or telex) believed by it to be genuine and signed or sent by the proper
      party or parties.

     

    9.4. GE
      Capital
      and Affiliates.

     

    With
      respect to its Commitments hereunder, GE Capital shall have the same rights
      and powers under this Agreement and the other Loan Documents as any other Lender
      and may exercise the same as though it were not Agent; and the term "Lender"
      or
      "Lenders" shall, unless otherwise expressly indicated, include GE Capital in
      its
      individual capacity. GE Capital and its Affiliates may lend money to, invest
      in,
      and generally engage in any kind of business with, any Credit Party, any of
      their Affiliates and any Person who may do business with or own securities
      of
      any Credit Party or any such Affiliate, all as if GE Capital were not Agent
      and
      without any duty to account therefor to Lenders. GE Capital and its Affiliates
      may accept fees and other consideration from any Credit Party for services
      in
      connection with this Agreement or otherwise without having to account for the
      same to Lenders.

     

    
      
        
        

      

      
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    9.5. Lender
      Credit Decision.

     

    Each
      Lender acknowledges that it has, independently and without reliance upon Agent
      or any other Lender and based on the Financial Statements referred to in
Section 3.4(a)
      and such
      other documents and information as it has deemed appropriate, made its own
      credit and financial analysis of the Credit Parties and its own decision to
      enter into this Agreement. Each Lender also acknowledges that it will,
      independently and without reliance upon Agent or any other Lender and based
      on
      such documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action under
      this Agreement. Each Lender acknowledges the potential conflict of interest
      of
      each other Lender as a result of Lenders holding disproportionate interests
      in
      the Loans, and expressly consents to, and waives any claim based upon, such
      conflict of interest.

     

    9.6. Indemnification.

     

    Lenders
      agree to indemnify Agent (to the extent not reimbursed by Credit Parties and
      without limiting the obligations of Borrowers hereunder), ratably according
      to
      their respective Pro Rata Shares, from and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements of any kind or nature whatsoever that may be imposed
      on, incurred by, or asserted against Agent in any way relating to or arising
      out
      of this Agreement or any other Loan Document or any action taken or omitted
      to
      be taken by Agent in connection therewith; provided,
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from Agent's gross negligence or willful misconduct. Without limiting
      the foregoing, each Lender agrees to reimburse Agent promptly upon demand for
      its ratable share of any out-of-pocket expenses (including reasonable counsel
      fees) incurred by Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement and each other Loan Document,
      to the extent that Agent is not reimbursed for such expenses by Credit Parties.
      

     

    9.7. Successor
      Agent.

     

    Agent
      may
      resign at any time by giving not less than 30 days' prior written notice thereof
      to Lenders and Borrowers. Upon any such resignation, the Requisite Lenders
      shall
      have the right to appoint a successor Agent. If no successor Agent shall have
      been so appointed by the Requisite Lenders and shall have accepted such
      appointment within 30 days after the resigning Agent's giving notice of
      resignation, then the resigning Agent may, on behalf of Lenders, appoint a
      successor Agent, which shall be a Lender, if a Lender is willing to accept
      such
      appointment, or otherwise shall be a commercial bank or financial institution
      or
      a subsidiary of a commercial bank or financial institution if such commercial
      bank or financial institution is organized under the laws of the United States
      of America or of any State thereof and has a combined capital and surplus of
      at
      least $300,000,000. If no successor Agent has been appointed pursuant to the
      foregoing, within 30 days after the date such notice of resignation was given
      by
      the resigning Agent, such resignation shall become effective and the Requisite
      Lenders shall thereafter perform all the duties of Agent hereunder until such
      time, if any, as the Requisite Lenders appoint a successor Agent as provided
      above. Any successor Agent appointed by Agent or Requisite Lenders hereunder
      shall be subject to the prior approval of Borrowers, such approval not to be
      unreasonably withheld or delayed; provided,
      that
      such approval shall not be required if an Event of Default has occurred and
      is
      continuing. Upon the acceptance of any appointment as Agent hereunder by a
      successor Agent, such successor Agent shall succeed to and become vested with
      all the rights, powers, privileges and duties of the resigning Agent. Upon
      the
      earlier of the acceptance of any appointment as Agent hereunder by a successor
      Agent or the effective date of the resigning Agent's resignation, the resigning
      Agent shall be discharged from its duties and obligations under this
      Agreement and the other Loan Documents, except that any indemnity rights or
      other rights in favor of such resigning Agent shall continue. After any
      resigning Agent's resignation hereunder, the provisions of this Section 9
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was acting as Agent under this Agreement and the other Loan Documents.


     

    
      
        
        

      

      
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    9.8. Setoff
      and
      Sharing of Payments.

     

    In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, upon the occurrence and during the
      continuance of any Event of Default and subject to Section 9.9(f),
      each
      Lender is hereby authorized at any time or from time to time, without notice
      to
      any Credit Party or to any other Person, any such notice being hereby expressly
      waived, to offset and to appropriate and to apply any and all balances held
      by
      it at any of its offices for the account of any Borrower or Guarantor
      (regardless of whether such balances are then due to such Borrower or Guarantor)
      and any other properties or assets at any time held or owing by that Lender
      or
      that holder to or for the credit or for the account of any Borrower or Guarantor
      against and on account of any of the Obligations that are not paid when due.
      Any
      Lender exercising a right of setoff or otherwise receiving any payment on
      account of the Obligations in excess of its Pro Rata Share thereof shall
      purchase for cash (and the other Lenders or holders shall sell) such
      participations in each such other Lender's or holder's Pro Rata Share of the
      Obligations as would be necessary to cause such Lender to share the amount
      so
      offset or otherwise received with each other Lender or holder in accordance
      with
      their respective Pro Rata Shares (other than offset rights exercised by any
      Lender with respect to Sections 1.13,
      1.15
      or
1.16).
      Each
      Credit Party that, during the existence and continuance of an Event of Default,
      is a Borrower or Guarantor agrees, to the fullest extent permitted by law,
      that
      (a) any Lender may exercise its right to offset with respect to amounts in
      excess of its Pro Rata Share of the Obligations and may sell participations
      in
      such amounts so offset to other Lenders and holders and (b) any Lender so
      purchasing a participation in the Loans made or other Obligations held by other
      Lenders or holders may exercise all rights of offset, bankers' lien,
      counterclaim or similar rights with respect to such participation as fully
      as if
      such Lender or holder were a direct holder of the Loans and the other
      Obligations in the amount of such participation. Notwithstanding the foregoing,
      if all or any portion of the offset amount or payment otherwise received is
      thereafter recovered from the Lender that has exercised the right of offset,
      the
      purchase of participations by that Lender shall be rescinded and the purchase
      price restored without interest.

     

    
      
        
        

      

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

     

    (a) Advances;
      Payments.

     

    (i) Agent
      shall notify Lenders, promptly after receipt of a Notice of Revolving Credit
      Advance and in any event prior to 1:00 p.m. (New York time) on the date such
      Notice of Revolving Advance is received, by telecopy, telephone or other similar
      form of transmission. Each Lender shall make the amount of such Lender's Pro
      Rata Share of such Revolving Credit Advance available to Agent in same day
      funds
      by wire transfer to Agent's account as set forth in Annex G
      not later
      than 3:00 p.m. (New York time) on the requested funding date, in the case of
      an
      Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested
      funding date, in the case of a LIBOR Loan. After receipt of such wire transfers
      (or, in the Agent's sole discretion, before receipt of such wire transfers),
      subject to the terms hereof, Agent shall make the requested Revolving Credit
      Advance to Borrowers. All payments by each Lender shall be made without setoff,
      counterclaim or deduction of any kind.

     

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

     

    (b) Availability
      of Lender's Pro Rata Share.
      Agent
      may assume that each Lender will make its Pro Rata Share of each Revolving
      Credit Advance available to Agent on each funding date. If such Pro Rata Share
      is not, in fact, paid to Agent by such Lender when due, Agent will be entitled
      to recover such amount on demand from such Lender without setoff, counterclaim
      or deduction of any kind. If any Lender fails to pay the amount of its Pro
      Rata
      Share forthwith upon Agent's demand, Agent shall promptly notify Borrowers
      and
      Borrowers shall immediately repay such amount to Agent. Nothing in this
Section 9.9(b)
      or
      elsewhere in this Agreement or the other Loan Documents shall be deemed to
      require Agent to advance funds on behalf of any Lender or to relieve any Lender
      from its obligation to fulfill its Commitments hereunder or to prejudice any
      rights that Borrowers may have against any Lender as a result of any default
      by
      such Lender hereunder. To the extent that Agent advances funds to any Borrower
      on behalf of any Lender and is not reimbursed therefor on the same Business
      Day
      as such Advance is made, Agent shall be entitled to retain for its account
      all
      interest accrued on such Advance until reimbursed by the applicable
      Lender.

     

    
      
        
        

      

      
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    (c) Return
      of Payments.

     

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

     

    (ii) If
      Agent
      determines at any time that any amount received by Agent under this Agreement
      must be returned to any Borrower or paid to any other Person pursuant to any
      insolvency law or otherwise, then, notwithstanding any other term or condition
      of this Agreement or any other Loan Document, Agent will not be required to
      distribute any portion thereof to any Lender. In addition, each Lender will
      repay to Agent on demand any portion of such amount that Agent has distributed
      to such Lender, together with interest at such rate, if any, as Agent is
      required to pay to any Borrower or such other Person, without setoff,
      counterclaim or deduction of any kind.

     

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

     

    (e) Dissemination
      of Information.
      Agent
      shall use reasonable efforts to provide Lenders with any notice of Default
      or
      Event of Default received by Agent from, or delivered by Agent to, any Credit
      Party, with notice of any Event of Default of which Agent has actually become
      aware and with notice of any action taken by Agent following any Event of
      Default; provided,
      that
      Agent shall not be liable to any Lender for any failure to do so, except to
      the
      extent that such failure is attributable to Agent's gross negligence or willful
      misconduct, as determined by a final court of competent jurisdiction. Lenders
      acknowledge that Borrowers are required to provide Financial Statements to
      Lenders in accordance with Annex E
      hereto
      and agree that Agent shall have no duty to provide the same to
      Lenders.

     

    
      
        
        

      

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

     

    
      	
              10.

            	
              SUCCESSORS
                AND ASSIGNS

            


    

     

    10.1. Successors
      and Assigns.

     

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

     

    
      
        
        

      

      
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              11.

            	
              MISCELLANEOUS

            


    

     

    11.1. Complete
      Agreement; Modification of Agreement.

     

    The
      Loan
      Documents constitute the complete agreement between the parties with respect
      to
      the subject matter thereof and may not be modified, altered or amended except
      as
      set forth in Section 11.2.
      Any
      letter of interest, commitment letter
      or fee
      letter (other than the GE Capital Fee Letter) if any, between any Credit Party
      and Agent or any Lender or any of their respective Affiliates, predating this
      Agreement and relating to a financing of substantially similar form, purpose
      or
      effect shall be superseded by this Agreement.

     

    
      
        
        

      

      
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    11.2. Amendments
      and Waivers.

     

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

     

    (b) [Intentionally
      Omitted.]

     

    (c) No
      amendment, modification, termination or waiver shall, unless in writing and
      signed by Agent and each Lender directly affected thereby: (i) increase the
      principal amount of any Lender's Commitment (which action shall be deemed to
      directly affect all Lenders; (ii) reduce the principal of, rate of interest
      on (other than a reduction from the Default Rate to the interest rate that
      would
      have been applicable to such Obligations in the event the Agent or Requisite
      Lenders had not elected to impose the Default Rate) or Fees payable with respect
      to any Loan or Letter of Credit Obligations of any affected Lender;
      (iii) extend any scheduled payment date (other than payment dates of
      mandatory prepayments under Section 1.3(b)(ii)-(iii))
      or final
      maturity date of the principal amount of any Loan of any affected Lender;
      (iv) waive, forgive, defer, extend or postpone any payment of interest or
      Fees as to any affected Lender; (v) release any Guaranty or, except as
      otherwise permitted herein or in the other Loan Documents, release, or permit
      any Credit Party to sell or otherwise dispose of, any Collateral with a value
      exceeding $5,000,000 in the aggregate (which action shall be deemed to directly
      affect all Lenders); (vi) change the percentage of the Commitments or of
      the aggregate unpaid principal amount of the Loans that shall be required for
      Lenders or any of them to take any action hereunder; and (vii) amend or
      waive this Section 11.2
      or the
      definition of the term "Requisite Lenders", insofar as such definition affects
      the substance of this Section 11.2.
      Furthermore, no amendment, modification, termination or waiver affecting the
      rights or duties of Agent or L/C Issuer under this Agreement or any other Loan
      Document shall be effective unless in writing and signed by Agent or L/C Issuer,
      as the case may be, in addition to Lenders required hereinabove to take such
      action. Each amendment, modification, termination or waiver shall be effective
      only in the specific instance and for the specific purpose for which it was
      given. No amendment, modification, termination or waiver shall be required
      for
      Agent to take additional Collateral pursuant to any Loan Document. No amendment,
      modification, termination or waiver of any provision of any Note shall be
      effective without the written concurrence of the holder of that Note. No notice
      to or demand on any Credit Party in any case shall entitle such Credit Party
      or
      any other Credit Party to any other or further notice or demand in similar
      or
      other circumstances. Any amendment, modification, termination, waiver or consent
      effected in accordance with this Section 11.2
      shall be
      binding upon each holder of the Notes at the time outstanding and each future
      holder of the Notes.

     

    (d) If,
      in
      connection with any proposed amendment, modification, waiver or termination
      (a
      "Proposed
      Change"):

     

    (i) requiring
      the consent of all affected Lenders, the consent of Requisite Lenders is
      obtained, but the consent of other Lenders whose consent is required is not
      obtained (any such Lender whose consent is not obtained as described in this
      clause (i)
      and in
clause (ii)
      below
      being referred to as a "Non-Consenting
      Lender"),
      or

     

    (ii) requiring
      the consent of Requisite Lenders, the consent of Lenders holding fifty-one
      percent (51%) or more of the aggregate Commitments is obtained, but the consent
      of Requisite Lenders is not obtained,

     

    then,
      so
      long as Agent is not a Non-Consenting Lender, at Borrowers' request, Agent
      or a
      Person reasonably acceptable to Agent shall have the right with Agent's consent
      and in Agent's sole discretion (but shall have no obligation) to purchase from
      such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they
      shall, upon Agent's request, sell and assign to Agent or such Person, all of
      the
      Commitments of such Non-Consenting Lenders for an amount equal to the principal
      balance of all Loans held by the Non-Consenting Lenders and all accrued but
      unpaid interest and Fees with respect thereto through the date of sale, such
      purchase and sale to be consummated pursuant to an executed Assignment
      Agreement.

     

    (e) Upon
      payment in full in cash and performance of all of the Obligations (other than
      unasserted indemnification Obligations), termination of the Commitments and
      a
      release of all claims against Agent and Lenders, and so long as no suits,
      actions, proceedings or claims are pending or threatened against any Indemnified
      Person asserting any damages, losses or liabilities that are Indemnified
      Liabilities, Agent shall promptly deliver to Borrowers termination statements,
      mortgage releases and other documents necessary or appropriate to evidence
      the
      termination of the Liens securing payment of the Obligations.

     

    
      
        
        

      

      
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    11.3. Fees
      and
      Expenses.

     

    Borrowers
      shall reimburse Agent (and, with respect to clauses (c),
      (d)
      and
(e)
      below,
      all Lenders) for all fees, costs and expenses, including the reasonable fees,
      costs and expenses of counsel, consultants, auditors or other advisors
      (including environmental and management consultants and appraisers), incurred
      in
      connection with the negotiation and preparation of the Loan Documents, closing
      of the transactions contemplated hereunder and those the perfection of Liens
      on
      Collateral and incurred in connection with:

     

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

     

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

     

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

     

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

     

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

     

    (f) efforts
      to
      verify, protect, evaluate, assess, appraise, collect, sell, liquidate or
      otherwise dispose of any of the Collateral;

     

    including,
      as to each of clauses (a)
      through
(f)
      above,
      all reasonable attorneys' and other professional and service providers' fees
      arising from such services and other advice, assistance or other representation,
      including those in connection with any appellate proceedings, and all expenses,
      costs, charges and other fees incurred by such counsel and others in connection
      with or relating to any of the events or actions described in this Section 11.3,
      all of
      which shall be payable, on demand, by Borrowers to Agent; provided, that,
      without limitation on Borrowers' obligation to pay the same hereunder, Agent
      shall give Borrowers prompt written notice if the fees and expenses incurred
      on
      or prior to the Closing Date in connection with the negotiation and preparation
      of this Agreement and related Loan Documents and closing of the transactions
      contemplated hereunder are expected to exceed $50,000. Without limiting the
      generality of the foregoing, such expenses, costs, charges and fees may include:
      reasonable fees, costs and expenses of accountants, environmental advisors,
      appraisers, investment bankers, management and other consultants and paralegals;
      court costs and expenses; photocopying and duplication expenses; court reporter
      fees, costs and expenses; long distance telephone charges; air express charges;
      telegram or telecopy charges; secretarial overtime charges; and reasonable
      expenses for travel, lodging and food paid or incurred in connection with the
      performance of such legal or other advisory services. 

     

    
      
        
        

      

      
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    11.4. No
      Waiver.

     

    Agent's
      or
      any Lender's failure, at any time or times, to require strict performance by
      the
      Credit Parties of any provision of this Agreement or any other Loan Document
      shall not waive, affect or diminish any right of Agent or such Lender thereafter
      to demand strict compliance and performance herewith or therewith. Any
      suspension or waiver of an Event of Default shall not suspend, waive or affect
      any other Event of Default whether the same is prior or subsequent thereto
      and
      whether the same or of a different type. Subject to the provisions of
Section 11.2,
      none of
      the undertakings, agreements, warranties, covenants and representations of
      any
      Credit Party contained in this Agreement or any of the other Loan Documents
      and
      no Default or Event of Default by any Credit Party shall be deemed to have
      been
      suspended or waived by Agent or any Lender, unless such waiver or suspension
      is
      by an instrument in writing signed by an officer of or other authorized employee
      of Agent and the applicable required Lenders, and directed to Borrowers
      specifying such suspension or waiver.

     

    11.5. Remedies.

     

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

     

    11.6. Severability.

     

    Wherever
      possible, each provision of this Agreement and the other Loan Documents shall
      be
      interpreted in such a manner as to be effective and valid under applicable
      law,
      but if any provision of this Agreement or any other Loan Document shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective only to the extent of such prohibition or invalidity without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement or such other Loan Document.

     

    11.7. Conflict
      of Terms.

     

    
      
        
        

      

      
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    Except
      as
      otherwise provided in this Agreement or any of the other Loan Documents by
      specific reference to the applicable provisions of this Agreement, if any
      provision contained in this Agreement conflicts with any provision in any of
      the
      other Loan Documents, the provision contained in this Agreement shall govern
      and
      control.

     

    11.8. Confidentiality.

     

    Agent
      and
      each Lender agree to use commercially reasonable efforts (equivalent to the
      efforts Agent or such Lender applies to maintaining the confidentiality of
      its
      own confidential information) to maintain as confidential all confidential
      information provided to them by the Credit Parties and designated as
      confidential for a period of two years following receipt thereof, except that
      Agent and any Lender may disclose such information (a) to Persons employed
      or engaged by Agent or such Lender; (b) to any bona fide assignee or
      participant or potential assignee or participant that has agreed to comply
      with
      the covenants contained in this Section 9.1(e)
      and
Section 11.8
      (and any
      such bona fide assignee or participant or potential assignee or participant
      may
      disclose such information to Persons employed or engaged by them as described
      in
clause (a)
      above);
      (c) as required or requested by any Governmental Authority or
      reasonably believed
      by Agent or such Lender to be compelled by any court decree, subpoena or legal
      or administrative order or process; (d) as, on the advice of Agent's or
      such Lender's counsel, is required by law; (e) in connection with the
      exercise of any right or remedy under the Loan Documents or in connection with
      any Litigation to which Agent or such Lender is a party; or (f) that ceases
      to be confidential through no fault of Agent or any Lender. 

     

    11.9. GOVERNING
      LAW.

     

    EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS,
      INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN
      DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED
      STATES OF AMERICA. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE STATE
      OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL
      HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
      THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF
      THE
      OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
      THAT AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM
      THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY;
      PROVIDED FURTHER,
      THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT
      FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
      ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE
      A
      JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY
      SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION
      THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
      IMPROPER VENUE OR FORUM NON CONVENIENS
      AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
      DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL
      SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
      OR
      SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS
      MAY
      BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE
      ADDRESS SET FORTH IN ANNEX
      H
      OF THIS AGREEMENT AND THAT
      SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT
      PARTY'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES
      MAILS, PROPER POSTAGE PREPAID.

     

    
      
        
        

      

      
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    11.10. Notices.

     

    (a) Addresses.
      All
      notices, demands, requests, directions and other communications required or
      expressly authorized to be made by this Agreement shall, whether or not
      specified to be in writing but unless otherwise expressly specified to be given
      by any other means, be given in writing and (i) addressed to (A) the
      party
      to be notified and sent to the address or facsimile number indicated in Annex
      H,
or
      (B)
      otherwise to the party to be notified at its address specified on the signature
      page of any applicable Assignment Agreement, (ii) posted to
      Intralinks®
      (to
      the
      extent such system is available and set up by or at the direction of the Agent
      prior to posting) in an appropriate location by uploading such notice, demand,
      request, direction or other communication to www.intralinks.com, faxing it
      to
      866-545-6600 with an appropriate bar-coded fax coversheet or using such other
      means of posting to Intralinks®
      as may be
      available and reasonably acceptable to the Agent prior to such posting, (iii)
      posted to any other E-System set up by or at the direction of Agent in an
      appropriate location or (iv) addressed to such other address as shall be
      notified in writing (A) in the case of Borrowers and Agent, to the other parties
      hereto and (B) in the case of all other parties, to Borrowers and Agent.
      Transmission by electronic mail (including E-Fax, even if transmitted to the
      fax
      numbers set forth in clause
      (i)
      above)
      shall not be sufficient or effective to transmit any such notice under this
      clause
      (a)
      unless
      such transmission is an available means to post to any E-System.

     

    (b) Effectiveness.
      All
      communications described in clause (a) above and all other notices, demands,
      requests and other communications made in connection with this Agreement shall
      be effective and be deemed to have been received (i) if delivered by hand,
      upon
      personal delivery, (ii) if delivered by overnight courier service, one Business
      Day after delivery to such courier service, (iii) if delivered by mail, when
      deposited in the mails, (iv) if delivered by facsimile (other than to post
      to an
      E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of
      confirmation of proper transmission, and (v) if delivered by posting to any
      E-System, on the later of the date of such posting in an appropriate location
      and the date access to such posting is given to the recipient thereof in
      accordance with the standard procedures applicable to such E-System. Failure
      or
      delay in delivering copies of any notice, demand, request, consent, approval,
      declaration or other communication to any Person (other than Borrowers or Agent)
      designated in Annex H to receive copies shall in no way adversely affect the
      effectiveness of such notice, demand, request, consent, approval, declaration
      or
      other communication. The giving of any notice required hereunder may be waived
      in writing by the party entitled to receive such notice.

     

    
      
        
        

      

      
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    11.11. Section
      Titles.

     

    The
      Section titles and Table of Contents contained in this Agreement are and shall
      be without substantive meaning or content of any kind whatsoever and are not
      a
      part of the agreement between the parties hereto.

     

    11.12. Counterparts.

     

    This
      Agreement may be executed in any number of separate counterparts, each of which
      shall collectively and separately constitute one agreement.

     

    11.13. WAIVER
      OF
      JURY TRIAL.

     

    BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
      WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT
      TO
      RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
      AGENT, LENDERS AND ANY CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED
      TO,
      OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH,
      THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
      THERETO.

     

    11.14. Press
      Releases and Related Matters.

     

    Each
      Credit Party executing this Agreement agrees that neither it nor its Affiliates
      will in the future issue any press releases or other public disclosure using
      the
      name of GE Capital or its affiliates or referring to this Agreement or the
      other
      Loan Documents without at least 2 Business Days' prior notice to GE Capital
      and
      without the prior written consent of GE Capital unless (and only to the extent
      that) such Credit Party or Affiliate is required to do so under law and then,
      in
      any event, such Credit Party or Affiliate will consult with GE Capital before
      issuing such press release or other public disclosure. Each Credit Party
      consents to the publication by Agent or any Lender of a tombstone or similar
      advertising material relating to the financing transactions contemplated by
      this
      Agreement. Agent or such Lender shall provide a draft of any such tombstone
      or
      similar advertising material to Borrowers for review and comment prior to the
      publication thereof. Agent reserves the right to provide to industry trade
      organizations information necessary and customary for inclusion in league table
      measurements.

     

    
      
        
        

      

      
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    11.15. Reinstatement.

     

    This
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against any Borrower for liquidation or
      reorganization, should any Borrower become insolvent or make an assignment
      for
      the benefit of any creditor or creditors or should a receiver or trustee be
      appointed for all or any significant part of any Borrower's assets, and shall
      continue to be effective or to be reinstated, as the case may be, if at any
      time
      payment and performance of the Obligations, or any part thereof, is, pursuant
      to
      applicable law, rescinded or reduced in amount, or must otherwise be restored
      or
      returned by any obligee of the Obligations, whether as a "voidable preference,"
      "fraudulent conveyance," or otherwise, all as though such payment or performance
      had not been made. In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned, the Obligations shall be reinstated
      and deemed reduced only by such amount paid and not so rescinded, reduced,
      restored or returned.

     

    11.16. Advice
      of
      Counsel.

     

    Each
      of
      the parties represents to each other party hereto that it has discussed this
      Agreement and, specifically, the provisions of Sections 11.9
      and
11.13,
      with its
      counsel.

     

    11.17. No
      Strict
      Construction.

     

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

     

    11.18. USA
      PATRIOT Act Notice. 

     

    Each
      Lender that is subject to the Patriot Act (as hereinafter defined) and Agent
      (for itself and not on behalf of any Lender) hereby notifies each 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 each Borrower,
      which information includes the name and address of each Borrower and other
      information that will allow such Lender or Agent, as applicable, to identify
      such Borrower in accordance with the Patriot Act.

    


    
      
        
        

      

      
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    11.19. Effect
      of
      Amendment and Restatement on Existing Credit Agreement. 

     

    (a) On
      the
      Closing Date, the Existing Credit Agreement is amended and restated in its
      entirety by this Agreement. The parties hereto acknowledge and agree that (i)
      this Agreement, the Notes and the other Loan Documents executed and delivered
      in
      connection herewith do not constitute a novation, payment and reborrowing,
      or
      termination of the "Obligations"
      (as
      defined in the Existing Credit Agreement) under the Existing Credit Agreement
      as
      in effect prior to the Closing Date; (ii) such "Obligations" are in all respects
      continuing (as amended and restated hereby) with only the terms thereof being
      modified as provided in this Agreement; (iii) the Liens and security interests
      as granted under the Loan Documents (whether delivered hereunder or in
      connection with the Existing Credit Agreement) securing payment of such
      "Obligations" are in all respects continuing and in full force and effect and
      secure the payment of the Obligations (as defined in this Agreement); and (iv)
      upon the effectiveness of this Agreement all loans outstanding under the
      Existing Credit Agreement immediately before the effectiveness of this Agreement
      will be Loans hereunder and all outstanding letters of credit under the Existing
      Credit Agreement will be Letters of Credit hereunder, in each case on the terms
      and conditions set forth in this Agreement.

     

    (b) Notwithstanding
      the modification effected by this Agreement of the representations, warranties
      and covenants of the Borrowers contained in the Existing Credit Agreement,
      the
      Borrowers acknowledge and agree that any choses
      in action
      or other
      rights created in favor of the Agent, the “Agent” under the Existing Credit
      Agreement, any lender under the Existing Credit Agreement, any Lender and each
      of their respective successors and assigns arising out of the representations,
      warranties and covenants of the Borrowers contained in or delivered (including
      representations, warranties and covenants delivered in connection with the
      making of Loans or other extensions of credit thereunder) in connection with
      the
      Existing Credit Agreement, shall survive the execution and delivery of this
      Agreement; provided
      that it
      is understood and agreed that the Borrowers' monetary obligations under the
      Existing Credit Agreement in respect of the loans thereunder are evidenced
      by
      this Agreement.

     

    (c) All
      indemnification obligations of the Borrowers pursuant to the Existing Credit
      Agreement shall survive the amendment and restatement of the Existing Credit
      Agreement pursuant to this Agreement.

     

    (d) Except
      as
      expressly amended and restated hereby and by the Notes, the Existing Credit
      Agreement and the other Loan Documents are and shall continue in full force
      and
      effect. On and after the Closing Date, (a) each reference in the Loan Documents
      to the "Credit Agreement," "thereunder," "thereof" or similar words referring
      to
      the Credit Agreement shall mean and be a reference to this Agreement (as further
      amended, restated, modified or otherwise supplemented from time to time) and
      (b)
      each reference in the Loan Documents to a "Note" or amendment or restatement
      thereof shall be a reference to a Note hereunder, and (c) each reference to
      "Agent", "L/C Issuer" or "Lender" in a Loan Document shall be a reference to
      the
      Agent, L/C Issuer or Lender hereunder as the case may be.

     

    
      
        
        

      

      
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              12.

            	
              CROSS-GUARANTY

            


    

     

    12.1. Cross-Guaranty.

     

    Each
      Borrower hereby agrees that such Borrower is jointly and severally liable for,
      and hereby absolutely and unconditionally guarantees to Agent and Lenders and
      their respective successors and assigns, the full and prompt payment (whether
      at
      stated maturity, by acceleration or otherwise) and performance of, all
      Obligations owed or hereafter owing to Agent and Lenders by each other Borrower.
      Each Borrower agrees that its guaranty obligation hereunder is a continuing
      guaranty of payment and performance and not of collection, that its obligations
      under this Section 12
      shall not
      be discharged until payment and performance, in full, of the Obligations has
      occurred, and that its obligations under this Section 12
      shall be
      absolute and unconditional, irrespective of, and unaffected by,

     

    (a) the
      genuineness, validity, regularity, enforceability or any future amendment of,
      or
      change in, this Agreement, any other Loan Document or any other agreement,
      document or instrument to which any Borrower is or may become a
      party;

     

    (b) the
      absence of any action to enforce this Agreement (including this Section 12)
      or any
      other Loan Document or the waiver or consent by Agent and Lenders with respect
      to any of the provisions thereof;

     

    (c) the
      existence, value or condition of, or failure to perfect its Lien against, any
      security for the Obligations or any action, or the absence of any action, by
      Agent and Lenders in respect thereof (including the release of any such
      security);

     

    (d) the
      insolvency of any Credit Party; or

     

    (e) any
      other
      action or circumstances that might otherwise constitute a legal or equitable
      discharge or defense of a surety or guarantor.

     

    Each
      Borrower shall be regarded, and shall be in the same position, as principal
      debtor with respect to the Obligations guaranteed hereunder.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    12.2. Waivers
      by
      Borrowers.

     

    Each
      Borrower expressly waives all rights it may have now or in the future under
      any
      statute, or at common law, or at law or in equity, or otherwise, to compel
      Agent
      or Lenders to marshall assets or to proceed in respect of the Obligations
      guaranteed hereunder against any other Credit Party, any other party or against
      any security for the payment and performance of the Obligations before
      proceeding against, or as a condition to proceeding against, such Borrower.
      It
      is agreed among each Borrower, Agent and Lenders that the foregoing waivers
      are
      of the essence of
      the
      transaction contemplated by this Agreement and the other Loan Documents and
      that, but for the provisions of this Section 12
      and such
      waivers, Agent and Lenders would decline to enter into this
      Agreement.

     

    12.3. Benefit
      of
      Guaranty.

     

    Each
      Borrower agrees that the provisions of this Section 12
      are for
      the benefit of Agent and Lenders and their respective successors, transferees,
      endorsees and assigns, and nothing herein contained shall impair, as between
      any
      other Borrower and Agent or Lenders, the obligations of such other Borrower
      under the Loan Documents.

     

    12.4. Subordination
      of Subrogation, Etc.

     

    Notwithstanding
      anything to the contrary in this Agreement or in any other Loan Document, and
      except as set forth in Section 12.7,
      each
      Borrower hereby expressly and irrevocably subordinates to payment of the
      Obligations any and all rights at law or in equity to subrogation,
      reimbursement, exoneration, contribution, indemnification or set off and any
      and
      all defenses available to a surety, guarantor or accommodation co-obligor until
      the Obligations are indefeasibly paid in full in cash. Each Borrower
      acknowledges and agrees that this subordination is intended to benefit Agent
      and
      Lenders and shall not limit or otherwise affect such Borrower's liability
      hereunder or the enforceability of this Section 12,
      and that
      Agent, Lenders and their respective successors and assigns are intended third
      party beneficiaries of the waivers and agreements set forth in this Section 12.4.

     

    12.5. Election
      of Remedies.

     

    If
      Agent
      or any Lender may, under applicable law, proceed to realize its benefits under
      any of the Loan Documents giving Agent or such Lender a Lien upon any
      Collateral, whether owned by any Borrower or by any other Person, either by
      judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender
      may, at its sole option, determine which of its remedies or rights it may pursue
      without affecting any of its rights and remedies under this Section 12.
      If, in
      the exercise of any of its rights and remedies, Agent or any Lender shall
      forfeit any of its rights or remedies, including its right to enter a deficiency
      judgment against any Borrower or any other Person, whether because of any
      applicable laws pertaining to "election of remedies" or the like, each Borrower
      hereby consents to such action by Agent or such Lender and waives any claim
      based upon such action, even if such action by Agent or such Lender shall result
      in a full or partial loss of any rights of subrogation that each Borrower might
      otherwise have had but for such action by Agent or such Lender. Any election
      of
      remedies that results in the denial or impairment of the right of Agent or
      any
      Lender to seek a deficiency judgment against any Borrower shall not impair
      any
      other Borrower's obligation to pay the full amount of the Obligations. In the
      event Agent or any Lender shall bid at any foreclosure or trustee's sale or
      at
      any private sale permitted by law or the Loan Documents, Agent or such Lender
      may bid all or less than the amount of the Obligations and the amount of such
      bid need not be paid by Agent or such Lender but shall be credited against
      the
      Obligations. The amount of the successful bid at any such sale, whether Agent,
      Lender or any other party is the successful bidder, shall be conclusively deemed
      to be the fair market value of the Collateral and the difference between such
      bid amount and the remaining balance of the Obligations shall be
      conclusively deemed to be the amount of the Obligations guaranteed under this
      Section 12,
      notwithstanding that any present or future law or court decision or ruling
      may
      have the effect of reducing the amount of any deficiency claim to which Agent
      or
      any Lender might otherwise be entitled but for such bidding at any such
      sale.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    12.6. Limitation.

     

    Notwithstanding
      any provision herein contained to the contrary, each Borrower's liability under
      this Section 12
      (which
      liability is in any event in addition to amounts for which such Borrower is
      primarily liable under Section 1)
      shall be
      limited to an amount not to exceed as of any date of determination the greater
      of:

     

    (a) the
      net
      amount of all Loans advanced to Borrowers under this Agreement and then
      re-loaned or otherwise transferred to, or for the benefit of, Borrowers;
      and

     

    (b) the
      amount
      that could be claimed by Agent and Lenders from such Borrower under this
Section 12
      without
      rendering such claim voidable or avoidable under Section 548 of Chapter 11
      of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
      Act, Uniform Fraudulent Conveyance Act or similar statute or common law after
      taking into account, among other things, such Borrower's right of contribution
      and indemnification from each other Borrower under Section 12.7.

     

    12.7. Contribution
      with Respect to Guaranty Obligations.

     

    (a) To
      the
      extent that any Borrower shall make a payment under this Section 12
      of all or
      any of the Obligations (other than Loans made to that Borrower for which it
      is
      primarily liable) (a "Guarantor
      Payment")
      that,
      taking into account all other Guarantor Payments then previously or concurrently
      made by any other Borrower, exceeds the amount that such Borrower would
      otherwise have paid if each Borrower had paid the aggregate Obligations
      satisfied by such Guarantor Payment in the same proportion that such Borrower's
      "Allocable Amount" (as defined below) (as determined immediately prior to such
      Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
      Borrowers as determined immediately prior to the making of such Guarantor
      Payment, then, following indefeasible payment in full in cash of the Obligations
      and termination of the Commitments, such Borrower shall be entitled to receive
      contribution and indemnification payments from, and be reimbursed by, each
      other
      Borrower for the amount of such excess, pro rata based upon their respective
      Allocable Amounts in effect immediately prior to such Guarantor
      Payment.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    (b) As
      of any
      date of determination, the "Allocable Amount" of any Borrower shall be equal
      to
      the maximum amount of the claim that could then be recovered from such Borrower
      under this Section 12
      without
      rendering such claim voidable or avoidable under Section 548 of Chapter 11
      of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
      Act, Uniform Fraudulent Conveyance Act or similar statute or common
      law.

     

    (c) This
      Section 12.7
      is
      intended only to define the relative rights of Borrowers and nothing set forth
      in this Section 12.7
      is
      intended to or shall impair the obligations of Borrowers, jointly and severally,
      to pay any amounts as and when the same shall become due and payable in
      accordance with the terms of this Agreement, including Section 12.1.
      Nothing
      contained in this Section 12.7
      shall
      limit the liability of any Borrower to pay the Loans made directly or indirectly
      to that Borrower and accrued interest, Fees and expenses with respect thereto
      for which such Borrower shall be primarily liable.

     

    (d) The
      parties hereto acknowledge that the rights of contribution and indemnification
      hereunder shall constitute assets of Borrower to which such contribution and
      indemnification is owing.

     

    (e) The
      rights
      of the indemnifying Borrowers against other Credit Parties under this
Section 12.7
      shall be
      exercisable upon the full and indefeasible payment of the Obligations and the
      termination of the Commitments.

     

    12.8. Liability
      Cumulative.

     

    The
      liability of Borrowers under this Section 12
      is in
      addition to and shall be cumulative with all liabilities of each Borrower to
      Agent and Lenders under this Agreement and the other Loan Documents to which
      such Borrower is a party or in respect of any Obligations or obligation of
      the
      other Borrower, without any limitation as to amount, unless the instrument
      or
      agreement evidencing or creating such other liability specifically provides
      to
      the contrary.

     

    [Remainder
      of page intentionally left blank.]

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    



    IN
      WITNESS
      WHEREOF, this Agreement has been duly executed as of the date first written
      above.

     

    


    
      	
              BORROWERS:

               

            
	
              ODYSSEY
                HEALTHCARE OPERATING A, LP

               

            
	
              By:

              Its:

               

            	
              Odyssey
                HealthCare GP, LLC

              General
                Partner

               

            
	 	
              By:
                /s/
                R. Dirk Allison

              Name: R.
                Dirk Allison

              Title: Senior
                Vice President and Chief Financial
                Officer

            


    

    


    
      	
              ODYSSEY
                HEALTHCARE OPERATING B, LP

               

            
	
              By:

              Its:

               

            	
              Odyssey
                HealthCare GP, LLC

              General
                Partner

               

            
	 	
              By:
                /s/
                R. Dirk Allison

              Name: R.
                Dirk Allison

              Title: Senior
                Vice President and Chief Financial
                Officer

            


    

    


    
      	
              HOSPICE
                OF THE PALM COAST, INC.

               

            
	 	
              By:
                /s/
                R. Dirk Allison

              Name: R.
                Dirk Allison

              Title: Senior
                Vice President and Chief Financial
                Officer

            


    

     

    
      	
              AGENT
                AND LENDERS:

               

              GENERAL
                ELECTRIC CAPITAL CORPORATION,
                as
                Agent and Lender

               

              By:/s/
                John Dale

              Duly
                Authorized Signatory

            


    

    


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    



    The
      following Persons are signatories to this Agreement in their capacity as Credit
      Parties and not as Borrowers.

    


    
      	
              ODYSSEY
                HEALTHCARE, INC.

               

              By
                /s/
                R. Dirk Allison

              Its:
                Senior Vice President and Chief Financial Officer

               

              ODYSSEY
                HEALTHCARE HOLDING COMPANY

               

              By
                /s/
                R. Dirk Allison

              Its:
                Senior Vice President and Chief Financial Officer

               

              ODYSSEY
                HEALTHCARE GP, LLC

               

              By
                /s/
                R. Dirk Allison

              Its:
                Senior Vice President and Chief Financial Officer

               

              ODYSSEY
                HEALTHCARE LP, LLC

               

              By
                /s/
                Jean M. Hunn

              Its:
                Manager

               

            
	
              ODYSSEY
                HEALTHCARE MANAGEMENT, LP

               

            
	
              By:

              Its:

               

            	
              Odyssey
                HealthCare GP, LLC

              General
                Partner

               

            
	 	
              By
                /s/
                R. Dirk Allison 

              Its:
                Senior Vice President and Chief Financial Officer

               

            


    

    


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    



    


    ANNEX
      A (Recitals)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    DEFINITIONS

     

    


    Capitalized
      terms used in the Loan Documents shall have (unless otherwise provided elsewhere
      in the Loan Documents) the following respective meanings, and all references
      to
      Sections, Exhibits, Schedules or Annexes in the following definitions shall
      refer to Sections, Exhibits, Schedules or Annexes of or to the
      Agreement:

     

    "Account
      Debtor"
      means
      any Person who may become obligated to any Credit Party under, with respect
      to,
      or on account of, an Account, Chattel Paper or General Intangibles (including
      a
      payment intangible).

     

    "Accounting
      Changes"
      has the
      meaning ascribed thereto in Annex
      F.

     

    "Accounts"
      means
      all "accounts," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, including (a) all accounts receivable, other
      receivables, book debts and other forms of obligations (other than forms of
      obligations evidenced by Chattel Paper or Instruments), (including any such
      obligations that may be characterized as an account or contract right under
      the
      Code), (b) all of each Credit Party's rights in, to and under all purchase
      orders or receipts for goods or services, (c) all of each Credit Party's
      rights to any goods represented by any of the foregoing (including unpaid
      sellers' rights of rescission, replevin, reclamation and stoppage in transit
      and
      rights to returned, reclaimed or repossessed goods), (d) all rights to
      payment due to any Credit Party for property sold, leased, licensed, assigned
      or
      otherwise disposed of, for a policy of insurance issued or to be issued, for
      a
      secondary obligation incurred or to be incurred, for energy provided or to
      be
      provided, for the use or hire of a vessel under a charter or other contract,
      arising out of the use of a credit card or charge card, or for services rendered
      or to be rendered by such Credit Party or in connection with any other
      transaction (whether or not yet earned by performance on the part of such Credit
      Party), (e) all health care insurance receivables and (f) all
      collateral security and guaranties of any kind, given by any Account Debtor
      or
      any other Person with respect to any of the foregoing.

     

    "Advance"
      means
      any Revolving Credit Advance.

     

    "Affected
      Lender"
      has the
      meaning ascribed to it in Section
      1.16(d).

     

    "Affiliate"
      means,
      with respect to any Person, (a) each Person that, directly or indirectly,
      owns or controls, whether beneficially, or as a trustee, guardian or other
      fiduciary, ten percent (10%) or more of the Stock having ordinary voting power
      in the election of directors of such Person, (b) each Person that controls,
      is controlled by or is under common control with such Person, (c) each of
      such Person's officers, directors, joint venturers and partners and (d) in
      the case of Borrowers, the immediate family members, spouses and lineal
      descendants of individuals who are Affiliates of any Borrower. For the purposes
      of this definition, "control"
      of a
      Person shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of its management or policies, whether through the
      ownership of voting securities, by contract or otherwise; provided,
      however,
      that the
      term "Affiliate"
      shall
      specifically exclude Agent and each Lender.

     

    
      
        
        

      

      
        Annex
          A -
          1

        
          

        

      

      
        
        

      

    

    "Agent"
      means GE
      Capital in its capacity as Agent for Lenders or its successor appointed pursuant
      to Section 9.7.

     

    "Agreement"
      means
      the Amended and Restated Credit Agreement dated as of the date hereof by and
      among Borrowers, the other Credit Parties party thereto, GE Capital, as Agent
      and Lender and the other Lenders from time to time party thereto, as the same
      may be amended, supplemented, restated or otherwise modified from time to
      time.

     

    "Appendices"
      has the
      meaning ascribed to it in the recitals to the Agreement.

     

    "Applicable
      Margins"
      means
      collectively the Applicable Revolver Index Margin and the Applicable Revolver
      LIBOR Margin.

     

    "Applicable
      Revolver Index Margin"
      means
      the per annum interest rate margin from time to time in effect and payable
      in
      addition to the Index Rate applicable to the Revolving Loan, as determined
      by
      reference to Section 1.5(a).

     

    "Applicable
      Revolver LIBOR Margin"
      means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Revolving Loan, as determined by reference
      to Section 1.5(a).

     

    "Assignment
      Agreement"
      has the
      meaning ascribed to it in Section 9.1(a).

     

    "Bankruptcy
      Code"
      means
      the provisions of Title 11 of the United States Code, 11 U.S.C. §§101
et seq.

     

    "Blocked
      Accounts"
      has the
      meaning ascribed to it in Annex
      C.

     

    "Borrowers"
      and
      "Borrower"
      have the
      respective meanings ascribed thereto in the preamble to the
      Agreement.

     

    "Business
      Associate Agreement"
      means
      that certain Business Associate Agreement duly executed by and between Holdings
      and Agent and dated as of or prior to the date of this Agreement, together
      with
      all exhibits and schedules thereto, as the same may be amended, modified,
      restated or supplemented from time to time in accordance with the terms
      thereof.

     

    
      
        
        

      

      
        Annex
          A -
          2

        
          

        

      

      
        
        

      

    

    "Business
      Day"
      means
      any day that is not a Saturday, a Sunday or a day on which banks are required
      or
      permitted to be closed in the States of Illinois and/or New York and in
      reference to LIBOR Loans shall mean any such day that is also a LIBOR Business
      Day.

     

    "Capital
      Expenditures"
      means,
      with respect to any Person, all expenditures (by the expenditure of cash or
      the
      incurrence of Indebtedness) by such Person during any measuring period for
      any
      fixed assets or improvements or for replacements, substitutions or additions
      thereto that have a useful life of more than one year and that are required
      to
      be capitalized under GAAP, excluding in each instance, any such expenditures
      made pursuant to a Permitted Acquisition.

     

    "Capital
      Lease"
      means,
      with respect to any Person, any lease of any property (whether real, personal
      or
      mixed) by such Person as lessee that, in accordance with GAAP, would be required
      to be classified and accounted for as a capital lease on a balance sheet of
      such
      Person.

     

    "Capital
      Lease Obligation"
      means,
      with respect to any Capital Lease of any Person, the amount of the obligation
      of
      the lessee thereunder that, in accordance with GAAP, would appear on a balance
      sheet of such lessee in respect of such Capital Lease.

     

    "Cash
      Collateral Account"
      has the
      meaning ascribed to it Annex
      B.

     

    "Cash
      Equivalents"
      has the
      meaning ascribed to it in Annex
      B.

     

    "Cash
      Management Systems"
      has the
      meaning ascribed to it in Section 1.8.

     

    "Certificate
      of Exemption"
      has the
      meaning ascribed to it in Section
      1.15(c).

     

    "Change
      of Control"
      means
      any of the following: (a) any person or group of persons (within the
      meaning of the Securities Exchange Act of 1934) shall have acquired beneficial
      ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
      Exchange Commission under the Securities Exchange Act of 1934) of thirty-five
      percent (35%) or more of the issued and outstanding shares of capital Stock
      of
      Holdings having the right to vote for the election of directors of Holdings
      under ordinary circumstances; (b) during any period of twelve consecutive
      calendar months, individuals who at the beginning of such period constituted
      the
      board of directors of Holdings (together with any new directors whose election
      by the board of directors of Holdings or whose nomination for election by the
      Stockholders of Holdings was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning of
      such period or whose election or nomination for election was previously so
      approved) cease for any reason other than death or disability to constitute
      a
      majority of the directors then in office; (c) Holdings ceases to own and
      control all of the economic and voting rights associated with all of the
      outstanding capital Stock of any of its direct Subsidiaries; (d) Parent
      ceases to own and control all of the economic and voting rights associated
      with
      all of the outstanding capital Stock of any of its direct Subsidiaries;
      (e) Odyssey GP ceases to own and control all of the economic and voting
      rights associated with all of the outstanding capital Stock of any of its direct
      Subsidiaries; or (f) Odyssey LP ceases to own and control all of the
      economic and voting rights associated with all of the outstanding capital Stock
      of any of its direct Subsidiaries.

     

    
      
        
        

      

      
        Annex
          A -
          3

        
          

        

      

      
        
        

      

    

    "Charges"
      means
      all federal, state, county, city, municipal, local, foreign or other
      governmental taxes (including taxes owed to the PBGC at the time due and
      payable), levies, assessments, charges, liens, claims or encumbrances upon
      or
      relating to (a) the Collateral, (b) the Obligations, (c) the
      employees, payroll, income or gross receipts of any Credit Party, (d) any
      Credit Party's ownership or use of any properties or other assets, or
      (e) any other aspect of any Credit Party's business.

     

    "Chattel
      Paper"
      means
      any "chattel paper," as such term is defined in the Code, including electronic
      chattel paper, now owned or hereafter acquired by any Credit Party.

     

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

     

    "Closing
      Date"
      means
      May 24, 2007.

     

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

     

    "Collateral"
      means
      the property covered by the Security Agreement and the other Collateral
      Documents and any other property, real or personal, tangible or intangible,
      now
      existing or hereafter acquired, that may at any time be or become subject to
      a
      security interest or Lien in favor of Agent, on behalf of itself and Lenders,
      to
      secure the Obligations.

     

    "Collateral
      Documents"
      means
      the Security Agreement, the Master Pledge Agreement, the OpCoB Pledge Agreement,
      the Guaranties, the Trademark Security Agreements, and all similar agreements
      entered into guaranteeing payment of, or granting a Lien upon property as
      security for payment of, the Obligations.

     

    
      
        
        

      

      
        Annex
          A -
          4

        
          

        

      

      
        
        

      

    

    "Collection
      Account"
      means
      that certain account of Agent, account number 502-710-79 in the name of Agent
      at
      Deutsche Bank Trust Company Americas in New York, New York ABA No. 021 001
      033,
      or such other account as may be specified in writing by Agent as the "Collection
      Account."

    


    "Commitment
      Termination Date"
      means
      the earliest of (a) May 24, 2009, (b) the date of termination of
      Lenders' obligations to make Advances and to incur Letter of Credit Obligations
      or permit existing Loans to remain outstanding pursuant to Section 8.2(b),
      and
      (c) the date of prepayment in full by Borrowers of the Loans and the
      cancellation and return (or stand-by guarantee) of all Letters of Credit or
      the
      cash collateralization of all Letter of Credit Obligations pursuant to
Annex
      B,
      and the
      permanent reduction of all Commitments to zero dollars ($0).

     

    "Commitments"
      means
      (a) as to any Lender, such Lender's Revolving Loan Commitment as set forth
      on Annex I
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender
      and
      (b) as to all Lenders, the aggregate of all Lenders' Revolving Loan
      Commitments, which aggregate commitment shall be $40,000,000 on the Closing
      Date, and as to each of clauses (a)
      and
(b),
      as such
      Commitments may be increased, reduced, amortized or adjusted from time to time
      in accordance with the Agreement.

     

    "Compliance
      Certificate"
      has the
      meaning ascribed to it in Annex
      E.

     

    "Contracts"
      means
      all "contracts," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, in any event, including all contracts,
      undertakings, or agreements (other than rights evidenced by Chattel Paper,
      Documents or Instruments) in or under which any Credit Party may now or
      hereafter have any right, title or interest, including any agreement relating
      to
      the terms of payment or the terms of performance of any Account.

     

    "Control
      Letter"
      means a
      letter agreement, in form and substance reasonably satisfactory to Agent,
      between Agent and (i) the issuer of uncertificated securities with respect
      to uncertificated securities in the name of any Credit Party, (ii) a
      securities intermediary with respect to securities, whether certificated or
      uncertificated, securities entitlements and other financial assets held in
      a
      securities account in the name of any Credit Party, (iii) a futures
      commission merchant or clearing house, as applicable, with respect to commodity
      accounts and commodity contracts held by any Credit Party, whereby, among other
      things, the issuer, securities intermediary or futures commission merchant
      disclaims any security interest in the applicable financial assets, acknowledges
      the Lien of Agent, on behalf of itself and Lenders, on such financial assets,
      and agrees to follow the instructions or entitlement orders of Agent without
      further consent by the affected Credit Party.

     

    
      
        
        

      

      
        Annex
          A -
          5

        
          

        

      

      
        
        

      

    

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

     

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

     

    "Corporate
      Integrity Agreement"
      means
      the corporate integrity agreement, dated July 6, 2006, by and between The Office
      of Inspector General of the Department of Health and Human Services and
      Holdings, as it may be amended.

     

    "Credit
      Parties"
      means
      Odyssey Healthcare Management LP, a Delaware limited partnership, Holdings,
      Parent, Odyssey GP, Odyssey LP, each Non-Guarantor Subsidiary, each Borrower,
      and each of their respective Subsidiaries.

     

    "Default"
      means
      any event that, with the passage of time or notice or both, would, unless cured
      or waived, become an Event of Default.

     

    "Default
      Rate"
      has the
      meaning ascribed to it in Section 1.5(d).

     

    "Disbursement
      Accounts"
      has the
      meaning ascribed to it in Annex
      C.

     

    "Disclosure
      Schedules"
      means
      the Schedules prepared by Borrowers and denominated as Disclosure Schedules
      1.4
      through
6.7
      in the
      Index to the Agreement.

     

    "Documents"
      means
      all "documents," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located.

     

    "Dollars"
      or
      "$"
      means
      lawful currency of the United States of America.

     

    "EBITDA"
      means,
      with respect to any Person for any fiscal period, without duplication, an amount
      equal to (a) consolidated net income of such Person for such period
      determined in accordance with GAAP, minus
      (b) the sum of (i) income tax credits, (ii) interest income,
      (iii) gain from extraordinary items for such period, (iv) any
      aggregate net gain (but not any aggregate net loss) during such period arising
      from the sale, exchange or other disposition of capital assets by such Person
      (including any fixed assets, whether tangible or intangible, all inventory
      sold
      in conjunction with the disposition of fixed assets and all securities), and
      (v) any other non-cash gains that have been added in determining
      consolidated net income, in each case to the extent included in the calculation
      of consolidated net income of such Person for such period in accordance with
      GAAP, but without duplication, plus
      (c) the sum of (i) any provision for income taxes, (ii) Interest
      Expense, (iii) loss from extraordinary items for such period, (iv) the
      amount of non-cash charges (including depreciation and amortization) for such
      period, (v) amortized debt discount for such period, and (vi) the
      amount of any deduction to consolidated net income as the result of any grant
      to
      any members of the management of such Person of any Stock, in each case to
      the
      extent included in the calculation of consolidated net income of such Person
      for
      such period in accordance with GAAP, but without duplication, plus
      (d) Pro
      Forma Acquisition EBITDA. For purposes of this definition, the following items
      shall be excluded in determining consolidated net income of a Person:
      (1) except as otherwise included in the calculation of Pro Forma
      Acquisition EBITDA, the income (or deficit) of any other Person accrued prior
      to
      the date it became a Subsidiary of, or was merged or consolidated into, such
      Person or any of such Person's Subsidiaries; (2) the income (or deficit) of
      any other Person (other than a Subsidiary) in which such Person has an ownership
      interest, except to the extent any such income has actually been received by
      such Person in the form of cash dividends or distributions; (3) the
      undistributed earnings of any Subsidiary of such Person to the extent that
      the
      declaration or payment of dividends or similar distributions by such Subsidiary
      is not at the time permitted by the terms of any contractual obligation or
      requirement of law applicable to such Subsidiary; (4) any restoration to
      income of any contingency reserve, except to the extent that provision for
      such
      reserve was made out of income accrued during such period; (5) any write-up
      of any asset; (6) any net gain from the collection of the proceeds of life
      insurance policies; (7) any net gain arising from the acquisition of any
      securities, or the extinguishment, under GAAP, of any Indebtedness, of such
      Person, (8) in the case of a successor to such Person by consolidation or
      merger or as a transferee of its assets, any earnings of such successor prior
      to
      such consolidation, merger or transfer of assets, and (9) any deferred
      credit representing the excess of equity in any Subsidiary of such Person at
      the
      date of acquisition of such Subsidiary over the cost to such Person of the
      investment in such Subsidiary.
      

     

    
      
        
        

      

      
        Annex
          A -
          6

        
          

        

      

      
        
        

      

    

    "Environmental
      Laws"
      means
      all applicable federal, state, local and foreign laws, statutes, ordinances,
      codes, rules, standards and regulations, now or hereafter in effect, and any
      applicable judicial or administrative interpretation thereof, including any
      applicable judicial or administrative order, consent decree, order or judgment,
      imposing liability or standards of conduct for or relating to the regulation
      and
      protection of human health, safety, the environment and natural resources
      (including ambient air, surface water, groundwater, wetlands, land surface
      or
      subsurface strata, wildlife, aquatic species and vegetation). Environmental
      Laws
      include the Comprehensive Environmental Response, Compensation, and Liability
      Act of 1980 (42 U.S.C. §§ 9601 et
      seq.)
      ("CERCLA");
      the
      Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101
et
      seq.);
      the
      Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136
et
      seq.);
      the
      Solid Waste Disposal Act (42 U.S.C. §§ 6901 et
      seq.);
      the
      Toxic Substance Control Act (15 U.S.C. §§ 2601 et
      seq.);
      the
      Clean Air Act (42 U.S.C. §§ 7401 et
      seq.);
      the
      Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et
      seq.);
      the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et
      seq.);
      and the
      Safe Drinking Water Act (42 U.S.C. §§ 300(f) et
      seq.),
      and any
      and all regulations promulgated thereunder, and all analogous state, local
      and
      foreign counterparts or equivalents and any transfer of ownership notification
      or approval statutes.

     

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

     

    
      
        
        

      

      
        Annex
          A -
          7

        
          

        

      

      
        
        

      

    

    "Environmental
      Permits"
      means
      all permits, licenses, authorizations, certificates, approvals or registrations
      required by any Governmental Authority under any Environmental
      Laws.

     

    "Equipment"
      means
      all "equipment," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located and, in any event, including
      all
      such Credit Party's machinery and equipment, including processing equipment,
      conveyors, machine tools, data processing and computer equipment, including
      embedded software and peripheral equipment and all engineering, processing
      and
      manufacturing equipment, office machinery, furniture, materials handling
      equipment, tools, attachments, accessories, automotive equipment, trailers,
      trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other
      equipment of every kind and nature, trade fixtures and fixtures not forming
      a
      part of real property, together with all additions and accessions thereto,
      replacements therefor, all parts therefor, all substitutes for any of the
      foregoing, fuel therefor, and all manuals, drawings, instructions, warranties
      and rights with respect thereto, and all products and proceeds thereof and
      condemnation awards and insurance proceeds with respect thereto.

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and any regulations promulgated thereunder.

     

    "ERISA
      Affiliate"
      means,
      with respect to any Credit Party, any trade or business (whether or not
      incorporated) that, together with such Credit Party, are treated as a single
      employer within the meaning of Sections 414(b), (c), (m) or (o) of the
      IRC.

     

    "ERISA
      Event"
      means,
      with respect to any Credit Party or any ERISA Affiliate, (a) with respect to
      a
      Title IV Plan, any event described in Section 4043(c) of ERISA for which notice
      to the PBGC has not been waived; (b) the withdrawal of any Credit Party or
      ERISA
      Affiliate from a Title IV 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; (c) the complete or partial withdrawal of any Credit Party or any ERISA
      Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent
      to
      terminate a Title IV Plan in a distress termination described in Section 4041(c)
      of ERISA or the treatment of a plan amendment as a termination under Section
      4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan
      or Multiemployer Plan by the PBGC; (f) with respect to a Title IV Plan, the
      existence of an “accumulated funding deficiency” (as defined in Section 412 of
      the IRC or Section 302 of ERISA) whether or not waived, or the failure to make
      by its due date a required installment under Section 412(m) of the Code or
      the
      failure to make any required contribution to a Multiemployer Plan; (g) the
      filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
      an
      application for a waiver of the minimum funding standard with respect to a
      Title
      IV Plan; (h) the making of any amendment to any Title IV Plan which could result
      in the imposition of a lien or the posting of a bond or other security; (i)
      with
      respect to a Title IV Plan an event described in Section 4062(e) of ERISA;
      (j)
      any other event or condition that would reasonably be expected to constitute
      grounds under Section 4042 of ERISA for the termination of, or the appointment
      of a trustee to administer, any Title IV Plan or Multiemployer Plan or for
      the
      imposition of liability under Section 4069 or 4212(c) of ERISA; (k) the
      termination of a Multiemployer Plan under Section 4041A of ERISA or the
      reorganization or insolvency of a Multiemployer Plan under Section 4241 or
      4245
      of ERISA; (l) the loss of a Qualified Plan’s qualification or tax exempt status;
      or (m) the termination of a Plan described in Section 4064 of
      ERISA.

     

    
      
        
        

      

      
        Annex
          A -
          8

        
          

        

      

      
        
        

      

    

    "ESOP"
      means a
      Plan that is intended to satisfy the requirements of Section 4975(e)(7) of
      the IRC.

     

    "E-System"
      means
      any electronic system, including Intralinks®
      and any
      other Internet or extranet-based site, whether such electronic system is owned,
      operated or hosted by Agent, any of its Affiliates, or any of such Person’s
      respective officers, directors, employees, attorneys, agents and representatives
      or any other Person, providing for access to data protected by passcodes or
      other security system.

     

    "Event
      of Default"
      has the
      meaning ascribed to it in Section 8.1.

     

    "Existing
      Credit Agreement"
      has the
      meaning ascribed to it in the recitals to the Agreement.

     

    "Fair
      Labor Standards Act"
      means
      the Fair Labor Standards Act, 29 U.S.C. §201 et seq.

     

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

     

    
      
        
        

      

      
        Annex
          A -
          9

        
          

        

      

      
        
        

      

    

    "Federal
      Reserve Board"
      means
      the Board of Governors of the Federal Reserve System.

     

    "Fees"
      means
      any and all fees payable to Agent or any Lender pursuant to the Agreement or
      any
      of the other Loan Documents.

     

    "Financial
      Covenants"
      means
      the financial covenants set forth in Annex
      F.

     

    "Financial
      Statements"
      means
      the consolidated income statements, statements of cash flows and balance sheets
      of Holdings and its Subsidiaries delivered in accordance with Section 3.4
      and
Annex
      E.

     

    "Fiscal
      Quarter"
      means
      any of the quarterly accounting periods of Borrowers, ending on March 31, June
      30, September 30 and December 31 of each year.

     

    "Fiscal
      Year"
      means
      any of the annual accounting periods of Borrowers ending on December 31 of
      each
      year.

     

    "Fixed
      Charge Coverage Ratio"
      means,
      with respect to any Person for any fiscal period, the ratio of (1) EBITDA of
      such Person for such fiscal period, minus unfinanced Capital Expenditures made
      by such Person during such period, minus cash taxes paid by such Person during
      such period and minus Pro Forma Acquisition EBITDA for such period, to (2)
      Fixed
      Charges incurred or accrued by such Person for such period.

     

    "Fixed
      Charges"
      means,
      with respect to any Person for any fiscal period, (a) the aggregate of all
      Interest Expense paid or accrued during such period, plus (b) scheduled
      payments of principal with respect to Indebtedness during such period.


     

    "Fixtures"
      means
      all "fixtures" as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party.

     

    "Foreign
      Lender"
      has the
      meaning ascribed to it in Section
      1.15(c).
      

     

    "Funded
      Debt"
      means,
      with respect to any Person, without duplication, all Indebtedness for borrowed
      money evidenced by notes, bonds, debentures, or similar evidences of
      Indebtedness that by its terms matures more than one year from, or is directly
      or indirectly renewable or extendible at such Person's option under a revolving
      credit or similar agreement obligating the lender or lenders to extend credit
      over a period of more than one year from the date of creation thereof, and
      specifically including Capital Lease Obligations, current maturities of
      long-term debt, revolving credit and short-term debt extendible beyond one
      year
      at the option of the debtor, and also including, in the case of Borrowers,
      the
      Obligations and, without duplication, Guaranteed Indebtedness consisting of
      guaranties of Funded Debt of other Persons.

     

    
      
        
        

      

      
        Annex
          A -
          10

        
          

        

      

      
        
        

      

    

    "GAAP"
      means
      generally accepted accounting principles in the United States of America
      consistently applied, as such term is further defined in Annex
      F
      to the
      Agreement.

     

    "GE
      Capital"
      means
      General Electric Capital Corporation, a Delaware corporation.

     

    "GE
      Capital Fee Letter"
      has the
      meaning ascribed to it in Section 1.9.

     

    "General
      Intangibles"
      means
      all "general intangibles," as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, including all right, title and interest
      that such Credit Party may now or hereafter have in or under any Contract,
      all
      payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents,
      and all applications therefor and reissues, extensions or renewals thereof,
      rights in Intellectual Property, interests in partnerships, joint ventures
      and
      other business associations, licenses, permits, copyrights, trade secrets,
      proprietary or confidential information, inventions (whether or not patented
      or
      patentable), technical information, procedures, designs, knowledge, know-how,
      Software, data bases, data, skill, expertise, experience, processes, models,
      drawings, materials and records, goodwill (including the goodwill associated
      with any Trademark or Trademark License), all rights and claims in or under
      insurance policies (including insurance for fire, damage, loss and casualty,
      whether covering personal property, real property, tangible rights or intangible
      rights, all liability, life, key man and business interruption insurance, and
      all unearned premiums), uncertificated securities, choses in action, deposit,
      checking and other bank accounts, rights to receive tax refunds and other
      payments, rights to receive dividends, distributions, cash, Instruments and
      other property in respect of or in exchange for pledged Stock and Investment
      Property, rights of indemnification, all books and records, correspondence,
      credit files, invoices and other papers, including without limitation all tapes,
      cards, computer runs and other papers and documents in the possession or under
      the control of such Credit Party or any computer bureau or service company
      from
      time to time acting for such Credit Party.

     

    "Goods"
      means
      all "goods" as defined in the Code, now owned or hereafter acquired by any
      Credit Party, wherever located, including embedded software to the extent
      included in "goods" as defined in the Code, manufactured homes, standing timber
      that is cut and removed for sale and unborn young of animals.

     

    "Governmental
      Authority"
      means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, department or other entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.

     

    "Guaranteed
      Indebtedness"
      means as
      to any Person, any obligation of such Person guaranteeing, providing comfort
      or
      otherwise supporting any Indebtedness, lease, dividend, or other obligation
      ("primary
      obligation")
      of any
      other Person (the "primary
      obligor")
      in any
      manner, including any obligation or arrangement of such Person to
      (a) purchase or repurchase any such primary obligation, (b) advance or
      supply funds (i) for the purchase or payment of any such primary obligation
      or (ii) to maintain working capital or equity capital of the primary
      obligor or otherwise to maintain the net worth or solvency or any balance sheet
      condition of the primary obligor, (c) purchase property, securities or
      services primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such primary
      obligation, (d) protect the beneficiary of such arrangement from loss
      (other than product warranties given in the ordinary course of business) or
      (e) indemnify the owner of such primary obligation against loss in respect
      thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
      to be an amount equal to the lesser at such time of (x) the stated or
      determinable amount of the primary obligation in respect of which such
      Guaranteed Indebtedness is incurred and (y) the maximum amount for which
      such Person may be liable pursuant to the terms of the instrument embodying
      such
      Guaranteed Indebtedness, or, if not stated or determinable, the maximum
      reasonably anticipated liability (assuming full performance) in respect
      thereof.

     

    
      
        
        

      

      
        Annex
          A -
          11

        
          

        

      

      
        
        

      

    

    "Guaranties"
      means,
      collectively, each guaranty executed by any Guarantor in favor of Agent and
      Lenders in respect of the Obligations.

     

    "Guarantors"
      means
      each Credit Party, other than the Borrowers and, until they shall have executed
      and delivered a Guaranty in compliance with Section 5.12, the Non-Guarantor
      Subsidiaries, and each other Person, if any, that executes a guaranty or other
      similar agreement in favor of Agent, for itself and the ratable benefit of
      Lenders, in connection with the transactions contemplated by the Agreement
      and
      the other Loan Documents.

     

    "Hazardous
      Material"
      means
      any substance, material or waste that is regulated by, or forms the basis of
      liability now or hereafter under, any Environmental Laws, including any material
      or substance that is (a) defined as a "solid waste," "hazardous waste,"
      "hazardous material," "hazardous substance," "extremely hazardous waste,"
      "restricted hazardous waste," "pollutant," "contaminant," "hazardous
      constituent," "special waste," "toxic substance" or other similar term or phrase
      under any Environmental Laws, or (b) petroleum or any fraction or
      by-product thereof, asbestos, polychlorinated biphenyls (PCB's), or any
      radioactive substance.

     

    "Healthcare
      Laws"
      has the
      meaning ascribed to it in Section
      3.24.

     

    "HIPAA"
      means the
      Health Insurance Portability and Accountability Act of 1996, as the same may
      be
      amended, modified or supplemented from time to time, and any successor statute
      thereto, and any and all rules or regulations promulgated from time to time
      thereunder.

     

    "Holdings"
      means
      Odyssey HealthCare, Inc., a Delaware corporation.

     

    
      
        
        

      

      
        Annex
          A -
          12

        
          

        

      

      
        
        

      

    

    "Indebtedness"
      means,
      with respect to any Person, without duplication, (a) all indebtedness of such
      Person for borrowed money or for the deferred purchase price of property payment
      for which is deferred six months or more, but excluding obligations to trade
      creditors incurred in the ordinary course of business that are unsecured and
      not
      overdue by more than six months unless being contested in good faith, (b) all
      reimbursement and other obligations with respect to letters of credit, bankers'
      acceptances and surety bonds, whether or not matured, (c) all obligations
      evidenced by notes, bonds, debentures or similar instruments, (d) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such agreement
      in
      the event of default are limited to repossession or sale of such property),
      (e)
      all Capital Lease Obligations and the present value (discounted at the Index
      Rate as in effect on the Closing Date) of future rental payments under all
      synthetic leases, (f) all obligations of such Person under commodity purchase
      or
      option agreements or other commodity price hedging arrangements, in each case
      whether contingent or matured, (g) all obligations of such Person under any
      foreign exchange contract, currency swap agreement, interest rate swap, cap
      or
      collar agreement or other similar agreement or arrangement designed to alter
      the
      risks of that Person arising from fluctuations in currency values or interest
      rates, in each case whether contingent or matured, (h) all Indebtedness referred
      to above secured by (or for which the holder of such Indebtedness has an
      existing right, contingent or otherwise, to be secured by) any Lien upon or
      in
      property or other assets (including accounts and contract rights) owned by
      such
      Person, even though such Person has not assumed or become liable for the payment
      of such Indebtedness and (i) the Obligations.

     

    "Indemnified
      Liabilities"
      has the
      meaning ascribed to it in Section 1.13.

     

    "Indemnified
      Person"
      has the
      meaning ascribed to in Section 1.13.

     

    "Index
      Rate"
      means,
      for any day, a floating rate equal to the higher of (i) the rate publicly
      quoted from time to time by The Wall Street Journal
      as the
      "prime rate" (or, if The Wall Street
      Journal
      ceases
      quoting a prime rate the highest per annum rate of interest published by the
      Federal Reserve Board in Federal Reserve statistical release H.15 (519)
      entitled "Selected Interest Rates" as the Bank prime loan rate or its
      equivalent), and (ii) the Federal Funds Rate plus 50 basis points per
      annum. Each change in any interest rate provided for in the Agreement based
      upon
      the Index Rate shall take effect at the time of such change in the Index
      Rate.

     

    "Index
      Rate Loan"
      means a
      Loan or portion thereof bearing interest by reference to the Index
      Rate.

     

    "Instruments"
      means
      all "instruments," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and, in any event, including
      all
      certificated securities, all certificates of deposit, and all promissory notes
      and other evidences of Indebtedness, other than instruments that constitute,
      or
      are a part of a group of writings that constitute, Chattel Paper.

     

    
      
        
        

      

      
        Annex
          A -
          13

        
          

        

      

      
        
        

      

    

    "Intellectual
      Property"
      means
      any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill
      associated with such Trademarks.

     

    "Interest
      Expense"
      means,
      with respect to any Person for any fiscal period, interest expense (whether
      cash
      or non-cash) of such Person determined in accordance with GAAP for the relevant
      period ended on such date, including, interest expense with respect to any
      Funded Debt of such Person and interest expense for the relevant period that
      has
      been capitalized on the balance sheet of such Person.

     

    "Interest
      Payment Date"
      means
      (a) as to any Index Rate Loan, the first Business Day of each month to
      occur while such Loan is outstanding, and (b) as to any LIBOR Loan, the
      last day of the applicable LIBOR Period; provided,
      that, in
      addition to the foregoing, each of (x) the date upon which all of the
      Commitments have been terminated and the Loans have been paid in full and
      (y) the Commitment Termination Date shall be deemed to be an "Interest
      Payment Date" with respect to any interest that has then accrued under the
      Agreement.

     

    "Inventory"
      means
      all "inventory," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and in any event including
      inventory, merchandise, goods and other personal property that are held by
      or on
      behalf of any Credit Party for sale or lease or are furnished or are to be
      furnished under a contract of service, or that constitute raw materials, work
      in
      process, finished goods, returned goods, or materials or supplies of any kind,
      nature or description used or consumed or to be used or consumed in such Credit
      Party's business or in the processing, production, packaging, promotion,
      delivery or shipping of the same, including all supplies and embedded
      Software.

     

    "Investment
      Property"
      means
      all "investment property" as such term is defined in the Code now owned or
      hereafter acquired by any Credit Party, wherever located, including (i) all
      securities, whether certificated or uncertificated, including stocks, bonds,
      interests in limited liability companies, partnership interests, treasuries,
      certificates of deposit, and mutual fund shares; (ii) all securities
      entitlements of any Credit Party, including the rights of any Credit Party
      to
      any securities account and the financial assets held by a securities
      intermediary in such securities account and any free credit balance or other
      money owing by any securities intermediary with respect to that account;
      (iii) all securities accounts of any Credit Party; (iv) all commodity
      contracts of any Credit Party; and (v) all commodity accounts held by any
      Credit Party.

     

    "IRC"
      means
      the Internal Revenue Code of 1986 and all regulations promulgated
      thereunder.

     

    "IRS"
      means
      the Internal Revenue Service.

     

    
      
        
        

      

      
        Annex
          A -
          14

        
          

        

      

      
        
        

      

    

    "L/C
      Issuer"
      has the
      meaning ascribed to it in Annex
      B.

     

    "L/C
      Sublimit"
      has the
      meaning ascribed to it in Annex
      B.

     

    "Lenders"
      means,
      collectively, (i) GE Capital, and, if GE Capital shall decide to assign all
      or
      any portion of the Obligations pursuant to the terms of this Agreement, such
      term shall include any assignee of GE Capital and (ii) each other Person or
      Persons, if any, that shall from time to time become a party to this Agreement
      as a Lender pursuant to a joinder in form and substance acceptable to Agent
      and,
      if any, such Person or Persons shall decide to assign all or any portion of
      the
      Obligations, such term shall include any assignees of such Person or
      Persons.

     

    "Letter
      of Credit Fee"
      has the
      meaning ascribed to it in Annex
      B.

     

    "Letter
      of Credit Obligations"
      means
      all outstanding obligations incurred by Agent and Lenders at the request of
      Borrowers, whether direct or indirect, contingent or otherwise, due or not
      due,
      in connection with the issuance of Letters of Credit by Agent or another L/C
      Issuer or the purchase of a participation as set forth in Annex B
      with
      respect to any Letter of Credit. The amount of such Letter of Credit Obligations
      shall equal the maximum amount that may be payable at such time or at any time
      thereafter by Agent or Lenders thereupon or pursuant thereto.

     

    "Letters
      of Credit"
      means
      documentary or standby letters of credit issued for the account of any Borrower
      by any L/C Issuer, and bankers' acceptances issued by any Borrower, for which
      Agent and Lenders have incurred Letter of Credit Obligations.

     

    "Leverage
      Ratio"
      means,
      with respect to Holdings and its Subsidiaries, on a consolidated basis, the
      ratio of (a) Funded Debt of Holdings and its Subsidiaries as of any date of
      determination, to (b) EBITDA for the twelve months ending on that date of
      determination. 

     

    "LIBOR
      Business Day"
      means a
      Business Day on which banks in the City of London are generally open for
      interbank or foreign exchange transactions.

     

    "LIBOR
      Loan"
      means a
      Loan or any portion thereof bearing interest by reference to the LIBOR
      Rate.

     

    "LIBOR
      Period"
      means,
      with respect to any LIBOR Loan, each period commencing on a LIBOR Business
      Day
      selected by Borrowers pursuant to the Agreement and ending one, two, three
      or
      six months thereafter, as selected by Borrowers' irrevocable notice to Agent
      as
      set forth in Section 1.5(e);
      provided,
      that the
      foregoing provision relating to LIBOR Periods is subject to the
      following:

     

    (a) if
      any
      LIBOR Period would otherwise end on a day that is not a LIBOR Business Day,
      such
      LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless
      the result of such extension would be to carry such LIBOR Period into another
      calendar month in which event such LIBOR Period shall end on the immediately
      preceding LIBOR Business Day;

     

    
      
        
        

      

      
        Annex
          A -
          15

        
          

        

      

      
        
        

      

    

    (b) any
      LIBOR
      Period that would otherwise extend beyond the Commitment Termination Date shall
      end 2 LIBOR Business Days prior to such date;

     

    (c) any
      LIBOR
      Period that begins on the last LIBOR 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 LIBOR Period) shall end on the last LIBOR Business Day of a
      calendar month;

     

    (d) Borrowers
      shall select LIBOR Periods so as not to require a payment or prepayment of
      any
      LIBOR Loan during a LIBOR Period for such Loan; and

     

    (e) Borrowers
      shall select LIBOR Periods so that there shall be no more than 5 separate LIBOR
      Loans in existence at any one time.

     

    "LIBOR
      Rate"
      means
      for each LIBOR Period, a rate of interest determined by Agent equal
      to:

     

    (a) the
      offered rate for deposits in United States Dollars for the applicable LIBOR
      Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time),
      on the second full LIBOR Business Day next preceding the first day of such
      LIBOR
      Period (unless such date is not a Business Day, in which event the next
      succeeding Business Day will be used); divided by

     

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

     

    
      
        
        

      

      
        Annex
          A -
          16

        
          

        

      

      
        
        

      

    

    If
      such
      interest rates shall cease to be available from Telerate News Service, the
      LIBOR
      Rate shall be determined from such financial reporting service or other
      information as shall be mutually acceptable to Agent and Borrowers.

     

    "License"
      means
      any Copyright License, Patent License, Trademark License or other license of
      rights or interests now held or hereafter acquired by any Credit
      Party.

     

    "Lien"
      means
      any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, easement or encumbrance,
      or
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any lease or title retention agreement,
      any financing lease having substantially the same economic effect as any of
      the
      foregoing, and the filing of, or agreement to give, any financing statement
      perfecting a security interest under the Code or comparable law of any
      jurisdiction).

     

    "Litigation"
      has the
      meaning ascribed to it in Section 3.13.

     

    "Loan
      Account"
      has the
      meaning ascribed to it in Section 1.12.

     

    "Loan
      Documents"
      means
      the Agreement, the Notes, the Collateral Documents, and all other agreements,
      instruments, documents and certificates identified in the Closing Checklist
      executed and delivered to, or in favor of, Agent or any Lenders and including
      all other pledges, powers of attorney, consents, assignments, contracts,
      notices, and all other written matter whether heretofore, now or hereafter
      executed by or on behalf of any Credit Party, or any employee of any Credit
      Party, and delivered to Agent or any Lender in connection with the Agreement
      or
      the transactions contemplated thereby. Any reference in the Agreement or any
      other Loan Document to a Loan Document shall include all appendices, exhibits
      or
      schedules thereto, and all amendments, restatements, supplements or other
      modifications thereto, and shall refer to the Agreement or such Loan Document
      as
      the same may be in effect at any and all times such reference becomes
      operative.

     

    "Loans"
      means
      the Revolving Loan.

     

    "Lock
      Boxes"
      has the
      meaning ascribed to it in Annex
      C.

     

    "Margin
      Stock"
      has the
      meaning ascribed to in Section 3.10.

     

    "Master
      Pledge Agreement"
      means
      the Pledge Agreement dated as of May 14, 2004 executed by Holdings, Parent,
      Odyssey GP and Odyssey LP in favor of Agent, on behalf of itself and Lenders,
      pledging all Stock of Subsidiaries and all intercompany notes owing to or held
      by any of them.

     

    "Material
      Adverse Effect"
      means a
      material adverse effect on (a) the business, industry, assets, operations
      or financial or other condition of the Credit Parties considered as a whole,
      (b) any Credit Party's ability to pay any of the Loans or any of the other
      Obligations in accordance with the terms of the Agreement, (c) the
      Collateral or Agent's Liens, on behalf of itself and Lenders, on the Collateral
      or the priority of such Liens, or (d) Agent's or any Lender's rights and
      remedies under the Agreement and the other Loan Documents. Without limiting
      the
      generality of the foregoing, any event or occurrence adverse to one or more
      Credit Parties which results or could reasonably be expected to result in costs
      and/or liabilities or loss of revenues, individually or in the aggregate, in
      any
      30-day period in excess of fifteen percent (15%) of the lesser of (x) the
      Maximum Amount and (y) EBITDA for the twelve-month period ending as of the
      last
      day of the most recently ended Fiscal Quarter (based on the Compliance
      Certificate most recently delivered pursuant to Section 4.1) shall constitute
      a
      Material Adverse Effect. 

     

    
      
        
        

      

      
        Annex
          A -
          17

        
          

        

      

      
        
        

      

    

    "Maximum
      Amount"
      means,
      as of any date of determination, an amount equal to the Revolving Loan
      Commitment of all Lenders as of that date.

     

    "Maximum
      Lawful Rate"
      has the
      meaning ascribed to it in Section
      1.5(f).

     

    "Mortgage"
      means
      any mortgage, deed of trust or other document executed or required herein to
      be
      executed by any Credit Party and granting a security interest over real property
      in favor of Agent as security for the Obligations.

     

    "Mortgage
      Supporting Documents"
      means,
      with respect to any Mortgage for a parcel of real property, each document
      (including title searches and evidence regarding recording and payment of fees,
      property insurance premiums and taxes relating thereto) that Agent may
      reasonably request, to create, register, or perfect a valid Lien on such parcel
      of real property in favor of Agent for the benefit of the Lenders, subject
      only
      to Permitted Encumbrances and such other Liens as Agent may
      approve.

     

    "Multiemployer
      Plan"
      means a
      "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, and to
      which any Credit Party or ERISA Affiliate is making, is obligated to make or
      has
      made or been obligated to make, contributions on behalf of participants who
      are
      or were employed by any of them.

     

    "Non-Funding
      Lender"
      has the
      meaning ascribed to it in Section 9.9(a)(ii).

     

    "Non-Guarantor
      Subsidiaries"
      means
      Odyssey Fort Worth, Odyssey Detroit, Odyssey Manatee County, Odyssey Collier
      County, Odyssey Northwest Florida, Odyssey Austin, Odyssey Hillsborough County,
      Odyssey Marion County, Odyssey Pinellas County and any other Subsidiary that
      was
      formed for a purpose other than to acquire any of the stock or assets of a
      Target.

     

    "Notes"
      means,
      collectively, the Revolving Notes.

     

    "Notice
      of Conversion/Continuation"
      has the
      meaning ascribed to it in Section 1.5(e).

     

    "Notice
      of Revolving Credit Advance"
      has the
      meaning ascribed to it in Section 1.1(a).

     

    "OpCoA"
      has the
      meaning ascribed thereto in the preamble to the Agreement.

     

    
      
        
        

      

      
        Annex
          A -
          18

        
          

        

      

      
        
        

      

    

    "OpCoB"
      has the
      meaning ascribed thereto in the preamble to the Agreement.

     

    "OpCoB
      Pledge Agreement"
      means
      the Pledge Agreement dated as of the Closing Date executed by OpCoB in favor
      of
      Agent, on behalf of itself and Lenders, pledging all Stock of Subsidiaries
      and
      all intercompany notes owing to and held by OpCoB.

     

    "Obligations"
      means
      all loans, advances, debts, liabilities and obligations for the performance
      of
      covenants, tasks or duties or for payment of monetary amounts (whether or not
      such performance is then required or contingent, or such amounts are liquidated
      or determinable) owing by any Credit Party to Agent or any Lender, and all
      covenants and duties regarding such amounts, of any kind or nature, present
      or
      future, whether or not evidenced by any note, agreement or other instrument,
      arising under the Agreement or any of the other Loan Documents. This term
      includes all principal, interest (including all interest that accrues after
      the
      commencement of any case or proceeding by or against any Credit Party in
      bankruptcy, whether or not allowed in such case or proceeding), Fees, Charges,
      expenses, attorneys' fees and any other sum chargeable to any Credit Party
      under
      the Agreement or any of the other Loan Documents.

     

    "Odyssey
      Austin"
      means
      Odyssey HealthCare Austin, LLC, a Delaware limited liability
      company.

     

    "Odyssey
      Collier County"
      means
      Odyssey HealthCare of Collier County, Inc., a Delaware corporation.


     

    "Odyssey
      Detroit"
      means
      Odyssey HealthCare Detroit, LLC, a Delaware limited liability company.


     

    "Odyssey
      Fort Worth"
      means
      Odyssey HealthCare Fort Worth, LLC, a Delaware limited liability company.


     

    "Odyssey
      GP"
      means
      Odyssey HealthCare GP, LLC, a Delaware limited liability company.

     

    "Odyssey
      Hillsborough County"
      means
      Odyssey HealthCare of Hillsborough County, Inc., a Delaware
      corporation.

     

    "Odyssey
      LP"
      means
      Odyssey HealthCare LP, LLC, a Delaware limited liability company.

     

    "Odyssey
      Manatee County"
      means
      Odyssey HealthCare of Manatee County, Inc., a Delaware corporation.

     

    "Odyssey
      Marion County"
      means
      Odyssey HealthCare of Marion County, Inc., a Delaware corporation.

     

    
      
        
        

      

      
        Annex
          A -
          19

        
          

        

      

      
        
        

      

    

    "Odyssey
      Northwest Florida"
      means
      Odyssey HealthCare of Northwest Florida, Inc., a Delaware
      corporation.

     

    "Odyssey
      Pinellas County"
      means
      Odyssey HealthCare of Pinellas County, Inc., a Delaware
      corporation.

     

    "Palm
      Coast"
      has the
      meaning ascribed thereto in the preamble to the Agreement.

     

    "Parent"
      means
      Odyssey HealthCare Holding Company, a Delaware corporation.

     

    "Patent
      License"
      means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right with respect to any invention on which a Patent is
      in
      existence.

     

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

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation.

     

    "Pension
      Plan"
      means a
      Plan described in Section 3(2) of ERISA.

     

    "Permitted
      Acquisition"
      has the
      meaning ascribed to it in Section
      6.1.

     

    "Permitted
      Encumbrances"
      means
      the following encumbrances: (a) Liens for taxes or assessments or other
      governmental Charges not yet due and payable or which are being contested in
      accordance with Section 5.2(b);
      (b) pledges or deposits of money securing statutory obligations under
      workmen's compensation, unemployment insurance, social security or public
      liability laws or similar legislation (excluding Liens under ERISA);
      (c) pledges or deposits of money securing bids, tenders, contracts (other
      than contracts for the payment of money) or leases to which any Credit Party
      is
      a party as lessee made in the ordinary course of business; (d) inchoate and
      unperfected workers', mechanics' or similar liens arising in the ordinary course
      of business, so long as such Liens attach only to Equipment, Fixtures and/or
      Real Estate; (e) carriers', warehousemen's, suppliers' or other similar
      possessory liens arising in the ordinary course of business and securing
      liabilities in an outstanding aggregate amount not in excess of $500,000 at
      any
      time, so long as such Liens attach only to Inventory; (f) deposits
      securing, or in lieu of, surety, appeal or customs bonds in proceedings to
      which
      any Credit Party is a party; (g) cash deposits securing reimbursement
      obligations in respect of outstanding Permitted L/Cs, in an amount not to exceed
      105% of the face amount of such Permitted L/Cs; (h) any attachment or
      judgment lien not constituting an Event of Default under Section 8.1(j);
      (i) zoning restrictions, easements, licenses, or other restrictions on the
      use of any Real Estate or other minor irregularities in title (including
      leasehold title) thereto, so long as the same do not materially impair the
      use,
      value, or marketability of such Real Estate; (j) presently existing or
      hereafter created Liens in favor of Agent, on behalf of Lenders; and
      (k) Liens expressly permitted under clauses (b)
      and
(c)
      of
Section 6.7
      of the
      Agreement.

     

    
      
        
        

      

      
        Annex
          A -
          20

        
          

        

      

      
        
        

      

    

    "Permitted
      L/Cs"
      means
      one or more letters of credit (other than Letters of Credit) in an aggregate
      stated face amount not to exceed $10,000,000
      at any time outstanding, having reimbursement obligations secured by no Liens
      other then Permitted Encumbrances. 

     

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

     

    "Plan"
      means,
      at any time, an "employee benefit plan", as defined in Section 3(3) of
      ERISA, that any Credit Party or ERISA Affiliate maintains, contributes to or
      has
      an obligation to contribute to or has maintained, contributed to or had an
      obligation to contribute to at any time within the past seven years on behalf
      of
      participants who are or were employed by any Credit Party or ERISA
      Affiliate.

     

    "Proceeds"
      means
      "proceeds," as such term is defined in the Code, including (a) any and all
      proceeds of any insurance, indemnity, warranty or guaranty payable to any Credit
      Party from time to time with respect to any of the Collateral, (b) any and
      all payments (in any form whatsoever) made or due and payable to any Credit
      Party from time to time in connection with any requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      Governmental Authority (or any Person acting under color of governmental
      authority), (c) any claim of any Credit Party against third parties
      (i) for past, present or future infringement of any Patent or Patent
      License, or (ii) for past, present or future infringement or dilution of
      any Copyright, Copyright License, Trademark or Trademark License, or for injury
      to the goodwill associated with any Trademark or Trademark License, (d) any
      recoveries by any Credit Party against third parties with respect to any
      litigation or dispute concerning any of the Collateral including claims arising
      out of the loss or nonconformity of, interference with the use of, defects
      in,
      or infringement of rights in, or damage to, Collateral, (e) all amounts
      collected on, or distributed on account of, other Collateral, including
      dividends, interest, distributions and Instruments with respect to Investment
      Property and pledged Stock, and (f) any and all other amounts, rights to
      payment or other property acquired upon the sale, lease, license, exchange
      or
      other disposition of Collateral and all rights arising out of
      Collateral.

     

    
      
        
        

      

      
        Annex
          A -
          21

        
          

        

      

      
        
        

      

    

    "Pro
      Forma Acquisition EBITDA"
      means
      (i) EBITDA attributable to each Permitted Acquisition (with such pro forma
      adjustments as are reasonably acceptable to Agent, as indicated by its written
      approval thereof, based upon data presented to Agent to its reasonable
      satisfaction) consummated during the one (1) year period preceding the date
      of
      determination calculated solely for a number of months immediately preceding
      the
      consummation of the applicable Permitted Acquisition, which number equals twelve
      (12) minus
      the
      number of months following the consummation of the applicable Permitted
      Acquisition for which financial statements of Holdings and its Subsidiaries
      have
      been delivered to Agent pursuant to Section 4.1 and (ii) for purposes of
      determining compliance with Section 6.1, EBITDA of the Target of any proposed
      Permitted Acquisition (adjusted with such pro forma adjustments as are
      reasonably acceptable to Agent based upon data presented to Agent to its
      reasonable satisfaction) calculated for the twelve (12) months immediately
      preceding the consummation of the proposed Permitted Acquisition.

     

    "Projections"
      means
      Holdings' and its Subsidiaries forecasted consolidated profit and loss
      statements, all consistent with the historical Financial Statements of the
      Credit Parties, together with appropriate supporting details and a statement
      of
      underlying assumptions.

     

    "Pro
      Rata Share"
      means
      with respect to all matters relating to any Lender, (a) with respect to the
      Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan
      Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments
      of all Lenders, (b) with respect to all Loans, the percentage obtained by
      dividing (i) the aggregate Commitments of that Lender by (ii) the
      aggregate Commitments of all Lenders, and (c) with respect to all Loans on
      and after the Commitment Termination Date, the percentage obtained by dividing
      (i) the aggregate outstanding principal balance of the Loans held by that
      Lender, by (ii) the outstanding principal balance of the Loans held by all
      Lenders.

     

    "Qualified
      Assignee"
      means
      (a) any Lender, any Affiliate of any Lender and, with respect to any Lender
      that is an investment fund that invests in commercial loans, any other
      investment fund that invests in commercial loans and that is managed or advised
      by the same investment advisor as such Lender or by an Affiliate of such
      investment advisor, and (b) any commercial bank, savings and loan
      association or savings bank or any other entity which is an "accredited
      investor" (as defined in Regulation D under the Securities Act of 1933) which
      extends credit or buys loans as one of its businesses, including insurance
      companies, mutual funds, lease financing companies and commercial finance
      companies, in each case, which has a rating of BBB or higher from S&P and a
      rating of Baa2 or higher from Moody's at the date that it becomes a Lender
      and
      which, through its applicable lending office, is capable of lending to Borrowers
      without the imposition of any withholding or similar taxes; provided,
      that no
      Person determined by Agent (or, so long as no Event of Default has occurred
      and
      is continuing, Borrowers) to be acting in the capacity of a vulture fund or
      distressed debt purchaser shall be a Qualified Assignee, and no Person or
      Affiliate of such Person (other than a Person that is already a Lender) holding
      Subordinated Debt or Stock issued by any Credit Party shall be a Qualified
      Assignee.

     

    
      
        
        

      

      
        Annex
          A -
          22

        
          

        

      

      
        
        

      

    

    "Qualified
      Plan"
      means a
      Pension Plan that is intended to be tax-qualified under Section 401(a) of
      the IRC.

     

    "Real
      Estate"
      has the
      meaning ascribed to it in Section 3.6.

     

    "Refinancing
      Offer"
      has the
      meaning ascribed to it in Section
      5.10.

     

    "Relationship
      Bank"
      has the
      meaning ascribed to it in Annex
      C.

     

    "Release"
      means
      any release, threatened release, spill, emission, leaking, pumping, pouring,
      emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
      dumping, leaching or migration of Hazardous Material in the indoor or outdoor
      environment, including the movement of Hazardous Material through or in the
      air,
      soil, surface water, ground water or property.

     

    "Replacement
      Lender"
      has the
      meaning ascribed to it in Section
      1.16(d).

     

    "Requisite
      Lenders"
      means
      Lenders having (a) more than sixty-six and two-thirds percent
      (66 2/3%) of the Commitments of all Lenders, or (b) if the Commitments
      have been terminated, more than sixty-six and two-thirds percent (66 2/3%)
      of the aggregate outstanding amount of all Loans. 

     

    "Restricted
      Payment"
      means,
      with respect to any Credit Party (a) the declaration or payment of any
      dividend or the incurrence of any liability to make any other payment or
      distribution of cash or other property or assets in respect of Stock;
      (b) any payment on account of the purchase, redemption, defeasance, sinking
      fund or other retirement of such Credit Party's Stock or any other payment
      or
      distribution made in respect thereof, either directly or indirectly;
      (c) any payment or prepayment of principal of, premium, if any, or
      interest, fees or other charges on or with respect to, and any redemption,
      purchase, retirement, defeasance, sinking fund or similar payment and any claim
      for rescission with respect to, any Subordinated Debt; (d) any payment made
      to redeem, purchase, repurchase or retire, or to obtain the surrender of, any
      outstanding warrants, options or other rights to acquire Stock of such Credit
      Party now or hereafter outstanding; (e) any payment of a claim for the
      rescission of the purchase or sale of, or for material damages arising from
      the
      purchase or sale of, any shares of such Credit Party's Stock or of a claim
      for
      reimbursement, indemnification or contribution arising out of or related to
      any
      such claim for damages or rescission; (f) any payment, loan, contribution,
      or other transfer of funds or other property to any Stockholder of such Credit
      Party other than payment of compensation in the ordinary course of business
      to
      Stockholders who are employees of such Person; and (g) any payment of
      management fees (or other fees of a similar nature) by such Credit Party to
      any
      Stockholder of such Credit Party or its Affiliates.

     

    "Retiree
      Welfare Plan"
      means,
      at any time, a Welfare Plan that provides for continuing coverage or benefits
      for any participant or any beneficiary of a participant after such participant's
      termination of employment, other than continuation coverage provided pursuant
      to
      Section 4980B of the IRC and at the sole expense of the participant or the
      beneficiary of the participant.

     

    
      
        
        

      

      
        Annex
          A -
          23

        
          

        

      

      
        
        

      

    

    "Revolving
      Credit Advance"
      has the
      meaning ascribed to it in Section 1.1(a)(i).

     

    "Revolving
      Loan"
      means,
      at any time, the sum of (i) the aggregate amount of Revolving Credit
      Advances outstanding to Borrower plus
      (ii) the aggregate Letter of Credit Obligations incurred on behalf of
      Borrower. Unless the context otherwise requires, references to the outstanding
      principal balance of the Revolving Loan shall include the outstanding balance
      of
      Letter of Credit Obligations.

     

    "Revolving
      Loan Commitment"
      means
      (a) as to any Lender, the aggregate commitment of such Lender to make
      Revolving Credit Advances or incur Letter of Credit Obligations as set forth
      on
Annex I
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      as
      such amount may be adjusted, if at all, from time to time in accordance with
      the
      Agreement and (b) as to all Lenders, the aggregate commitment of all
      Lenders to make Revolving Credit Advances or incur Letter of Credit Obligations,
      which aggregate commitment shall be $40,000,000 on the Closing Date, as such
      amount may be adjusted, if at all, from time to time in accordance with the
      Agreement.

     

    "Revolving
      Note"
      has the
      meaning ascribed to it in Section 1.1(a)(ii).

     

    "Security
      Agreement"
      means
      the Security Agreement dated as of May 14, 2004 entered into by and among Agent,
      on behalf of itself and Lenders, and each Credit Party that is a signatory
      thereto.

     

    "Senior
      Officer"
      means,
      with respect to any Person, the chairman of the board, the president, the chief
      executive officer, the chief operating officer, the general counsel, or any
      equivalent officer (regardless of his or her title), and, in respect of
      financial or accounting matters, the chief financial officer, the vice president
      of finance, the treasurer, or any equivalent officer (regardless of his or
      her
      title).

     

    "Settlement
      Date"
      has the
      meaning ascribed to it in Section 9.9(a)(ii).

     

    "Software"
      means
      all "software" as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, other than software embedded in any category
      of
      Goods, including all computer programs and all supporting information provided
      in connection with a transaction related to any program.

     

    "Solvent"
      means,
      with respect to any Person on a particular date, that on such date (a) the
      fair value of the property of such Person is greater than the total amount
      of
      liabilities, including 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 as such debts and liabilities mature; and (d) such
      Person is not engaged in a business or transaction, and is not about to engage
      in a business or transaction, for which such Person's property would constitute
      an unreasonably small capital. The amount of contingent liabilities (such as
      litigation, guaranties and pension plan liabilities) at any time shall be
      computed as the amount that, in light of all the facts and circumstances
      existing at the time, represents the amount that can be reasonably be expected
      to become an actual or matured liability.

     

    
      
        
        

      

      
        Annex
          A -
          24

        
          

        

      

      
        
        

      

    

    "Stock"
      means
      all shares, options, warrants, general or limited partnership interests,
      membership interests or other equivalents (regardless of how designated) of
      or
      in a corporation, partnership, limited liability company or equivalent entity
      whether voting or nonvoting, including common stock, preferred stock or any
      other "equity security" (as such term is defined in Rule 3a11-1 of the General
      Rules and Regulations promulgated by the Securities and Exchange Commission
      under the Securities Exchange Act of 1934).

     

    "Stockholder"
      means,
      with respect to any Person, each holder of Stock of such Person.

     

    "Subordinated
      Debt"
      means
      any Indebtedness of any Credit Party subordinated to the Obligations in a manner
      and form satisfactory to Agent in its reasonable discretion, as to right and
      time of payment and as to any other rights and remedies thereunder.

     

    "Subsidiary"
      means,
      with respect to any Person, (a) any corporation of which an aggregate of
      more than fifty percent (50%) of the outstanding Stock having ordinary voting
      power to elect a majority of the board of directors of such corporation
      (irrespective of whether, at the time, Stock of any other class or classes
      of
      such corporation shall have or might have voting power by reason of the
      happening of any contingency) is at the time, directly or indirectly, owned
      legally or beneficially by such Person or one or more Subsidiaries of such
      Person, or with respect to which any such Person has the right to vote or
      designate the vote of fifty percent (50%) or more of such Stock whether by
      proxy, agreement, operation of law or otherwise, and (b) any partnership or
      limited liability company in which such Person and/or one or more Subsidiaries
      of such Person shall have an interest (whether in the form of voting or
      participation in profits or capital contribution) of more than fifty percent
      (50%) or of which any such Person is a general partner or may exercise the
      powers of a general partner. Unless the context otherwise requires, each
      reference to a Subsidiary shall be a reference to a Subsidiary of a
      Borrower.

     

    "Supporting
      Obligations"
      means
      all "supporting obligations" as such term is defined in the Code, including
      letters of credit and guaranties issued in support of Accounts, Chattel Paper,
      Documents, General Intangibles, Instruments or Investment Property.

     

    "Target"
      has the
      meaning ascribed to it in Section
      6.1.

     

    
      
        
        

      

      
        Annex
          A -
          25

        
          

        

      

      
        
        

      

    

    "Taxes"
      means
      taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities
      with respect thereto, excluding taxes imposed on or measured by the net income
      of Agent or a Lender by the jurisdictions under the laws of which Agent and
      Lenders are organized or conduct business or any political subdivision
      thereof.

     

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

     

    "Threshold
      Acquisition"
      has the
      meaning ascribed to it in Section
      6.1.

     

    "Title
      IV Plan"
      means a
      Pension Plan (other than a Multiemployer Plan), that is subject to Title IV
      of
      ERISA or Section 412 of the IRC, and that any Credit Party or ERISA Affiliate
      maintains, contributes to or has an obligation to contribute to on behalf of
      participants who are or were employed by any of them.

     

    "Trademark
      Security Agreements"
      means
      the Trademark Security Agreements made in favor of Agent, on behalf of Lenders,
      by each applicable Credit Party.

     

    "Trademark
      License"
      means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right to use any Trademark.

     

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

     

    "Unfunded
      Pension Liability"
      means,
      at any time, the aggregate amount, if any, of the sum of (a) the amount by
      which the present value of all accrued benefits under each Title IV Plan exceeds
      the fair market value of all assets of such Title IV Plan allocable to such
      benefits in accordance with Title IV of ERISA, all determined as of the most
      recent valuation date for each such Title IV Plan using the actuarial
      assumptions for funding purposes in effect under such Title IV Plan, and
      (b) for a period of five years following a transaction which might
      reasonably be expected to be covered by Section 4069 of ERISA, the
      liabilities (whether or not accrued) that could be avoided by any Credit Party
      or any ERISA Affiliate as a result of such transaction.

     

    
      
        
        

      

      
        Annex
          A -
          26

        
          

        

      

      
        
        

      

    

    "Welfare
      Plan"
      means a
      Plan described in Section 3(1) of ERISA.

     

    Rules
      of
      construction with respect to accounting terms used in the Agreement or the
      other
      Loan Documents shall be as set forth in Annex
      F.
      All
      other undefined terms contained in any of the Loan Documents shall, unless
      the
      context indicates otherwise, have the meanings provided for by the Code to
      the
      extent the same are used or defined therein; in the event that any term is
      defined differently in different Articles or Divisions of the Code, the
      definition contained in Article or Division 9 shall control. Unless otherwise
      specified, references in the Agreement or any of the Appendices to a Section,
      subsection or clause refer to such Section, subsection or clause as contained
      in
      the Agreement. The words "herein," "hereof" and "hereunder" and other words
      of
      similar import refer to the Agreement as a whole, including all Annexes,
      Exhibits and Schedules, as the same may from time to time be amended, restated,
      modified or supplemented, and not to any particular section, subsection or
      clause contained in the Agreement or any such Annex, Exhibit or
      Schedule.

     

    Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, feminine
      and
      neuter genders. The words "including", "includes" and "include" shall be deemed
      to be followed by the words "without limitation"; the word "or" is not
      exclusive; references to Persons include their respective successors and assigns
      (to the extent and only to the extent permitted by the Loan Documents) or,
      in
      the case of governmental Persons, Persons succeeding to the relevant functions
      of such Persons; and all references to statutes and related regulations shall
      include any amendments of the same and any successor statutes and regulations.
      Whenever any provision in any Loan Document refers to the knowledge (or an
      analogous phrase) of any Credit Party, such words are intended to signify that
      such Credit Party has actual knowledge or awareness of a particular fact or
      circumstance or that such Credit Party, if it had exercised reasonable
      diligence, would have known or been aware of such fact or
      circumstance.

     

    
      
        
        

      

      
        Annex
          A -
          27

        
          

        

      

      
        
        

      

    



    ANNEX
      B (Section 1.2)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    LETTERS
      OF CREDIT

     

    


    (a) Issuance.
      Subject
      to the terms and conditions of the Agreement, Agent and Lenders agree to incur,
      from time to time prior to the Commitment Termination Date, upon the request
      of
      any Borrower, Letter of Credit Obligations by causing Letters of Credit to
      be
      issued by GE Capital or a Subsidiary thereof or a bank or other legally
      authorized Person selected by or acceptable to Agent in its sole discretion
      (each, an "L/C Issuer") for Borrowers' account on behalf of a Credit Party
      and
      guaranteed by Agent; provided,
      that if
      the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed
      by Agent but rather each Lender shall, subject to the terms and conditions
      hereinafter set forth, purchase (or be deemed to have purchased) risk
      participations in all such Letters of Credit issued with the written consent
      of
      Agent, as more fully described in paragraph (b)(ii)
      below.
      The aggregate amount of all such Letter of Credit Obligations shall not at
      any
      time exceed the lesser of (i) $10,000,000 (the "L/C Sublimit") and (ii) the
      Maximum Amount less the aggregate outstanding principal balance of the Revolving
      Credit Advances. No such Letter of Credit shall have an expiry date that is
      more
      than one year following the date of issuance thereof, unless otherwise
      determined by the Agent, in its sole discretion, and neither Agent nor Lenders
      shall be under any obligation to incur Letter of Credit Obligations in respect
      of, or purchase risk participations in, any Letter of Credit having an expiry
      date that is later than five (5) Business Days prior to the Commitment
      Termination Date; provided, that any Letter of Credit may provide for a renewal
      thereof for additional one (1) year periods (which shall in no event extend
      beyond the date which is five (5) Business Days prior to the Commitment
      Termination Date).

     

    (b) Advances
      Automatic; Participations.

     

    (i) In
      the
      event that Agent or any Lender shall make any payment on or pursuant to any
      Letter of Credit Obligation, such payment shall then be deemed automatically
      to
      constitute a Revolving Credit Advance under Section 1.1(a)
      of the
      Agreement regardless of whether a Default or Event of Default has occurred
      and
      is continuing and notwithstanding any Borrower's failure to satisfy the
      conditions precedent set forth in Section 2,
      and each
      Lender shall be obligated to pay its Pro Rata Share thereof in accordance with
      the Agreement. The failure of any Lender to make available to Agent for Agent's
      own account its Pro Rata Share of any such Revolving Credit Advance or payment
      by Agent under or in respect of a Letter of Credit shall not relieve any other
      Lender of its obligation hereunder to make available to Agent its Pro Rata
      Share
      thereof, but no Lender shall be responsible for the failure of any other Lender
      to make available such other Lender's Pro Rata Share of any such
      payment.

     

    
      
        
        

      

      
        Annex
          B -
          1

        
          

        

      

      
        
        

      

    

    (ii) If
      it
      shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances
      as contemplated by paragraph (b)(i)
      above
      because of an Event of Default described in Sections 8.1(h)
      or
(i)
      or
      otherwise or if it shall be illegal or unlawful for any Lender to be deemed
      to
      have assumed a ratable share of the reimbursement obligations owed to an L/C
      Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without
      further action whatsoever, each Lender shall be deemed to have irrevocably
      and
      unconditionally purchased from Agent (or such L/C Issuer, as the case may be)
      an
      undivided interest and participation equal to such Lender's Pro Rata Share
      (based on the Revolving Loan Commitments) of the Letter of Credit Obligations
      in
      respect of all Letters of Credit then outstanding and (B) thereafter,
      immediately upon issuance of any Letter of Credit, each Lender shall be deemed
      to have irrevocably and unconditionally purchased from Agent (or such L/C
      Issuer, as the case may be) an undivided interest and participation in such
      Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter
      of Credit Obligations with respect to such Letter of Credit on the date of
      such
      issuance. Each Lender shall fund its participation in all payments or
      disbursements made under the Letters of Credit in the same manner as provided
      in
      the Agreement with respect to Revolving Credit Advances.

     

    (c) Cash
      Collateral.

     

    (i) If
      Borrowers are required to provide cash collateral for any Letter of Credit
      Obligations pursuant to the Agreement prior to the Commitment Termination Date,
      Borrowers will pay to Agent for the ratable benefit of itself and Lenders cash
      or cash equivalents acceptable to Agent ("Cash Equivalents") in an amount equal
      to one hundred five percent (105%) of the maximum amount then available to
      be
      drawn under each applicable Letter of Credit outstanding for the benefit of
      Borrowers. Such funds or Cash Equivalents shall be held by Agent in a cash
      collateral account (the "Cash Collateral Account") maintained at a bank or
      financial institution acceptable to Agent. The Cash Collateral Account shall
      be
      in the name of Borrowers and shall be pledged to, and subject to the control
      of,
      Agent, for the benefit of Agent and Lenders, in a manner satisfactory to Agent.
      Each Borrower hereby pledges and grants to Agent, on behalf of itself and
      Lenders, a security interest in all such funds and Cash Equivalents held in
      the
      Cash Collateral Account from time to time and all proceeds thereof, as security
      for the payment of all amounts due in respect of the Letter of Credit
      Obligations and other Obligations, whether or not then due. The Agreement,
      including this Annex
      B,
      shall
      constitute a security agreement under applicable law. 

     

    (ii) If
      any
      Letter of Credit Obligations, whether or not then due and payable, shall for
      any
      reason be outstanding on the Commitment Termination Date, Borrowers shall either
      (A) provide cash collateral therefor in the manner described above, or
      (B) cause all such Letters of Credit and guaranties thereof, if any, to be
      canceled and returned, or (C) deliver a stand-by letter (or letters) of
      credit in guaranty of such Letter of Credit Obligations, which stand-by letter
      (or letters) of credit shall be of like tenor and duration (plus 30 additional
      days) as, and in an amount equal to one hundred five percent (105%) of, the
      aggregate maximum amount then available to be drawn under, the Letters of Credit
      to which such outstanding Letter of Credit Obligations relate and shall be
      issued by a Person, and shall be subject to such terms and conditions, as are
      satisfactory to Agent in its reasonable discretion.

     

    
      
        
        

      

      
        Annex
          B -
          2

        
          

        

      

      
        
        

      

    

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

     

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

     

    (d) Fees
      and Expenses.
      Borrowers agree to pay to Agent for the benefit of Lenders, as compensation
      to
      such Lenders for Letter of Credit Obligations incurred hereunder, (i) all
      costs and expenses incurred by Agent or any Lender on account of such Letter
      of
      Credit Obligations, and (ii) for each month during which any Letter of
      Credit Obligation shall remain outstanding, a fee (the "Letter of Credit Fee")
      in an amount equal to the Applicable Revolver LIBOR Margin. Such fee shall
      be
      paid to Agent for the benefit of the Lenders in arrears, on the first day of
      each month and on the Commitment Termination Date. In addition, Borrowers shall
      pay to any L/C Issuer, on demand, such fees (excluding all per annum fees),
      charges and expenses of such L/C Issuer in respect of the issuance, negotiation,
      acceptance, amendment, transfer and payment of such Letter of Credit or
      otherwise payable pursuant to the application and related documentation under
      which such Letter of Credit is issued.

     

    (e) Request
      for Incurrence of Letter of Credit Obligations.
      Borrowers shall give Agent at least 2 Business Days' prior written notice
      requesting the incurrence of any Letter of Credit Obligation. The notice shall
      be accompanied by the form of the Letter of Credit (which shall be acceptable
      to
      the L/C Issuer) and a completed application for standby Letter of Credit or
      application and agreement for documentary Letter of Credit or application for
      documentary Letter of Credit (as applicable), each to be in form and substance
      satisfactory to Agent, in its reasonable discretion. Notwithstanding anything
      contained herein to the contrary, Letter of Credit applications by Borrowers
      and
      approvals by Agent and the L/C Issuer may be made and transmitted pursuant
      to
      electronic codes and security measures mutually agreed upon and established
      by
      and among Borrowers, Agent and the L/C Issuer. 

     

    
      
        
        

      

      
        Annex
          B -
          3

        
          

        

      

      
        
        

      

    

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

     

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

     

    (ii) the
      existence of any claim, setoff, defense or other right that any Borrower or
      any
      of their respective Affiliates or any Lender may at any time have against a
      beneficiary or any transferee of any Letter of Credit (or any Persons or
      entities for whom any such transferee may be acting), Agent, any Lender, or
      any
      other Person, whether in connection with the Agreement, the Letter of Credit,
      the transactions contemplated herein or therein or any unrelated transaction
      (including any underlying transaction between any Borrower or any of their
      respective Affiliates and the beneficiary for which the Letter of Credit was
      procured);

     

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

     

    (iv) payment
      by
      Agent (except as otherwise expressly provided in paragraph (g)(ii)(C)
      below) or
      any L/C Issuer under any Letter of Credit or guaranty thereof against
      presentation of a demand, draft or certificate or other document that does
      not
      comply with the terms of such Letter of Credit or such guaranty;

     

    (v) any
      other
      circumstance or event whatsoever, that is similar to any of the foregoing;
      or

     

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

     

    (g) Indemnification;
      Nature of Lenders' Duties.

     

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

     

    
      
        
        

      

      
        Annex
          B -
          4

        
          

        

      

      
        
        

      

    

    (ii) As
      between
      Agent and any Lender and Borrowers, Borrowers assume all risks of the acts
      and
      omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter
      of Credit. In furtherance and not in limitation of the foregoing, to the fullest
      extent permitted by law, neither Agent nor any Lender shall be responsible
      for:
      (A) the form, validity, sufficiency, accuracy, genuineness or legal effect
      of any document issued by any party in connection with the application for
      and
      issuance of any Letter of Credit, even if it should in fact prove to be in
      any
      or all respects invalid, insufficient, inaccurate, fraudulent or forged;
      (B) the validity or sufficiency of any instrument transferring or assigning
      or purporting to transfer or assign any Letter of Credit or the rights or
      benefits thereunder or proceeds thereof, in whole or in part, that may prove
      to
      be invalid or ineffective for any reason; (C) failure of the beneficiary of
      any Letter of Credit to comply fully with conditions required in order to demand
      payment under such Letter of Credit; provided,
      that in
      the case of any payment by Agent under any Letter of Credit or guaranty thereof,
      Agent shall be liable to the extent such payment was made solely as a result
      of
      its bad faith, gross negligence or willful misconduct (as finally determined
      by
      a court of competent jurisdiction) in determining that the demand for payment
      under such Letter of Credit or guaranty thereof complies on its face with any
      applicable requirements for a demand for payment under such Letter of Credit
      or
      guaranty thereof; (D) errors, omissions, interruptions or delays in
      transmission or delivery of any messages, by mail, cable, telegraph, telex
      or
      otherwise, whether or not they may be in cipher; (E) errors in
      interpretation of technical terms; (F) any loss or delay in the
      transmission or otherwise of any document required in order to make a payment
      under any Letter of Credit or guaranty thereof or of the proceeds thereof;
      (G) the credit of the proceeds of any drawing under any Letter of Credit or
      guaranty thereof; and (H) any consequences arising from causes beyond the
      control of Agent or any Lender. None of the above shall affect, impair, or
      prevent the vesting of any of Agent's or any Lender's rights or powers hereunder
      or under the Agreement.

     

    (iii) Nothing
      contained herein shall be deemed to limit or to expand any waivers, covenants
      or
      indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit
      application, reimbursement agreement or similar document, instrument or
      agreement between or among Borrowers and such L/C Issuer.

     

    


    
      
        
        

      

      
        Annex
          B -
          5

        
          

        

      

      
        
        

      

    



    ANNEX
      C (Section 1.8)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    CASH
      MANAGEMENT SYSTEMS

     

    Borrowers
      shall, and shall cause their respective Subsidiaries to, establish and maintain
      the Cash Management Systems described below:

     

    (a) Borrowers
      may maintain, in their names, one or more accounts (each a "Disbursement
      Account" and collectively, the "Disbursement Accounts") at a bank reasonably
      acceptable to Agent into which (i) Agent shall, from time to time, deposit
      proceeds of Revolving Credit Advances made to Borrowers and (ii) proceeds
      of any checks, cash or other items of payment received by any Borrower shall
      be
      deposited.

     

    (b) On
      or
      before the date of the making of the initial Revolving Credit Advance or the
      incurrence of the initial Letter of Credit Obligations, each bank where a
      Disbursement Account is maintained and all other banks identified in
Disclosure
      Schedule 3.19
      (each, a
      "Relationship Bank") shall have entered into tri-party deposit account control
      agreements with Agent, for the benefit of itself and Lenders, and Borrowers
      and
      the applicable Subsidiaries thereof, as applicable, in form and substance
      reasonably acceptable to Agent, which shall become operative on or prior to
      the
      date of the making of the initial Revolving Credit Advance or the incurrence
      of
      the initial Letter of Credit Obligations. Each such deposit account control
      agreement shall provide, among other things, that (i) the bank executing
      such agreement has no rights of setoff or recoupment or any other claim against
      such account, as the case may be, other than for payment of its service fees
      and
      other charges directly related to the administration of such account and for
      returned checks or other items of payment and as may otherwise be agreed to
      by
      Agent and (ii) the bank party thereto shall agree to comply with Agent's
      instructions directing disposition of funds on deposit without further consent
      of any Borrower or the applicable Subsidiary (as applicable). Agent hereby
      agrees with each Credit Party that (A) Agent shall not deliver to any bank
      described above any notice directing disposition of funds on deposit unless
      and
      until the occurrence and continuance of an Event of Default and (B) promptly
      upon the cure or waiver of the Event of Default that gave rise to the notice
      in
      the preceding clause (A), so long as no other Event of Default has occurred
      and
      is continuing at such time, Agent shall deliver written notice to the applicable
      bank described above notifying such bank that the funds on deposit shall
      thereafter be disposed of as directed by the Credit Parties; provided,
      that in
      the event the applicable bank refuses to dispose of funds on deposit as directed
      by the Credit Parties after receipt of such written notice, the Agent agrees
      to
      terminate the applicable tri-party deposit account control agreement with such
      bank so long as prior to such termination such bank has executed and delivered
      to Agent a replacement tri-party deposit account control agreement, in form
      and
      substance described above.

     

    
      
        
        

      

      
        Annex
          C -
          1

        
          

        

      

      
        
        

      

    

    (c) So
      long as
      no Event of Default has occurred and is continuing, any Borrower may amend
      Disclosure
      Schedule 3.19
      to add or
      replace a Relationship Bank or replace any Disbursement Account; provided,
      that
      (i) Agent shall have consented in writing in advance to the opening of such
      account with the relevant bank and (ii) prior to the time of the opening of
      such account, Borrowers or their Subsidiaries, as applicable, and such bank
      shall have executed and delivered to Agent a tri-party deposit account control
      agreement, in the form and substance described above. Borrowers or their
      applicable Subsidiaries shall close any of their accounts (and establish
      replacement accounts in accordance with the foregoing sentence) promptly and
      in
      any event within 30 days following written notice from Agent that the
      creditworthiness of any bank holding an account is no longer acceptable in
      Agent's reasonable judgment, or as promptly as practicable and in any event
      within 60 days following written notice from Agent that the operating
      performance, funds transfer or availability procedures or performance with
      respect to accounts of the bank holding such accounts or Agent's liability
      under
      any tri-party deposit account control agreement with such bank is no longer
      acceptable in Agent's reasonable judgment.

     

    (d) Following
      the occurrence and during the continuance of an Event of Default, at the request
      of Agent or Requisite Lenders Borrowers shall (i) establish lock boxes
      ("Lock Boxes") and/or blocked accounts ("Blocked Accounts") at one or more
      of
      the banks set forth in Disclosure
      Schedule 3.19,
      and
      shall request in writing and otherwise take such reasonable steps to ensure
      that
      all Account Debtors forward payment directly to such Lock Boxes,
      (ii) deposit and cause their Subsidiaries to deposit or cause to be
      deposited promptly, and in any event no later than the first Business Day after
      the date of receipt thereof, all cash, checks, drafts or other similar items
      of
      payment relating to or constituting payments made in respect of any and all
      Collateral (whether or not otherwise delivered to a Lock Box) into one or more
      Blocked Accounts in such Borrower's name or any such Subsidiary's name and
      at a
      Relationship Bank and (iii) deliver to each Relationship Bank instructions,
      revocable only upon Agent's express written authorization, directing each
      Relationship Bank to immediately forward all amounts on deposit to the
      Collection Account through daily sweeps from such accounts into the Collection
      Account.

     

    (e) The
      Disbursement Accounts, each account maintained with a Relationship Bank and
      the
      Lock Boxes and Blocked Accounts (if any) shall be cash collateral accounts,
      with
      all cash, checks and other similar items of payment in such accounts securing
      payment of the Loans and all other Obligations, and in which each Borrower
      and
      each Subsidiary thereof shall have granted a Lien to Agent, on behalf of itself
      and Lenders, pursuant to the Security Agreement.

     

    (f) All
      amounts deposited in the Collection Account shall be deemed received by Agent
      in
      accordance with Section 1.10
      and shall
      be applied (and allocated) by Agent in accordance with Section 1.11.
      In no
      event shall any amount be so applied unless and until such amount shall have
      been credited in immediately available funds to the Collection
      Account.

     

    
      
        
        

      

      
        Annex
          C -
          2

        
          

        

      

      
        
        

      

    

    (g) Each
      Borrower shall and shall cause its officers, employees, or other Persons acting
      for or in concert with such Borrower (each a "Related Person") to (i) at
      any time after the Agent or Requisite Lenders make the request referred to
      in
      paragraph (d) of this Annex
      C
      and
      during the continuance of an Event of Default, hold in trust for Agent, for
      the
      benefit of itself and Lenders, all checks, cash and other items of payment
      received by any Borrower or any such Related Person and (ii) within
      1 Business Day after receipt by such Borrower or any such Related Person of
      any checks, cash or other items of payment, deposit the same into a deposit
      account subject to a deposit account control agreement described herein. Each
      Borrower and each Related Person thereof acknowledges and agrees that all cash,
      checks or other items of payment constituting proceeds of Collateral are part
      of
      the Collateral. All proceeds of the sale or other disposition of any Collateral,
      shall be deposited directly into a deposit account subject to a deposit account
      control agreement described herein.

    
      
        
        

      

      
        Annex
          C -
          3

        
          

        

      

      
        
        

      

    



    ANNEX
      D (Section 2.1(a))

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    CLOSING
      CHECKLIST

     

    


    In
      addition to, and not in limitation of, the conditions described in Section 2.1
      of the
      Agreement, pursuant to Section 2.1(a),
      the
      following items must be received by Agent in form and substance satisfactory
      to
      Agent on or prior to the Closing Date, except with respect to the items
      specified in paragraph E(b), which items must be received by Agent in form
      and
      substance satisfactory to Agent on or prior to the making of the initial
      Revolving Credit Advance or the incurrence of the initial Letter of Credit
      Obligations (each capitalized term used but not otherwise defined herein shall
      have the meaning ascribed thereto in Annex
      A
      to the
      Agreement):

     

    A. Appendices.
      All
      Appendices to the Agreement, in form and substance satisfactory to
      Agent.

     

    B. Revolving
      Notes.
      Duly
      executed originals of the Revolving Notes for each applicable Lender, dated
      the
      Closing Date.

     

    C. Insurance.
      Satisfactory evidence that the insurance policies required by Section 5.4
      are in
      full force and effect, together with appropriate evidence showing loss payable
      and/or additional insured clauses or endorsements, as requested by Agent, in
      favor of Agent, on behalf of Lenders.

     

    D. Security
      Interests and Code Filings.
      Evidence
      satisfactory to Agent that Agent (for the benefit of itself and Lenders) has
      a
      valid and perfected first priority security interest in the Collateral, subject
      only to Permitted Encumbrances, including (i) such documents duly executed
      by each Credit Party as Agent may request in order to perfect its security
      interests in the Collateral and (ii) copies of Code search reports listing
      all effective financing statements that name any Credit Party as debtor,
      together with copies of such financing statements, none of which shall cover
      the
      Collateral.

     

    E. Cash
      Management System; Blocked Account Agreements.
      Evidence
      satisfactory to Agent that Cash Management Systems complying with Annex
      C
      to the
      Agreement have been established and are currently being maintained in the manner
      set forth in such Annex
      C,
      together
      with copies of duly executed deposit account control agreements, reasonably
      satisfactory to Agent, with each bank where a Disbursement Account is maintained
      as required by Annex
      C.

     

    F. Charter
      and Good Standing.
      For each
      Borrower and Guarantor, such Person's (a) charter and all amendments
      thereto, (b) good standing certificates (including verification of tax
      status) in its state of incorporation and (c) good standing certificates
      (including verification of tax status) and certificates of qualification to
      conduct business in each jurisdiction where its ownership or lease of property
      or the conduct of its business requires such qualification, each dated a recent
      date prior to the Closing Date and certified by the applicable Secretary of
      State or other authorized Governmental Authority.

     

    
      
        
        

      

      
        Annex
          D -
          1

        
          

        

      

      
        
        

      

    

    G. Bylaws
      and Resolutions.
      For each
      Borrower and Guarantor, (a) such Person's bylaws (or analogous governing
      agreement), together with all amendments thereto and (b) resolutions of
      such Person's Board of Directors (or analogous governing board), approving
      and
      authorizing the execution, delivery and performance of the Loan Documents to
      which such Person is a party and the transactions to be consummated in
      connection therewith, each certified as of the Closing Date by such Person's
      corporate secretary or an assistant secretary as being in full force and effect
      without any modification or amendment.

     

    H. Incumbency
      Certificates.
      For each
      Borrower and Guarantor, signature and incumbency certificates of the officers
      of
      each such Person executing any of the Loan Documents, certified as of the
      Closing Date by such Person's corporate secretary or an assistant secretary
      as
      being true, accurate, correct and complete.

     

    I. Opinions
      of Counsel.
      Duly
      executed originals of opinions of Vinson & Elkins, counsel for the Credit
      Parties, together with local counsel opinions of the Credit Parties' Florida
      local counsel, each in form and substance reasonably satisfactory to Agent
      and
      its counsel, dated the Closing Date.

     

    J. OpCoB
      Pledge Agreement.
      Duly
      executed originals of the OpCoB Pledge Agreement accompanied by (as applicable)
      (a) share certificates representing all of the outstanding certificated
      Stock being pledged pursuant to the OpCoB Pledge Agreement and stock powers
      for
      such share certificates executed in blank and (b) the original instruments
      evidencing Indebtedness, if any, being pledged pursuant to the OpCoB Pledge
      Agreement, duly endorsed in blank.

     

    K. Accountants'
      Letters.
      A letter
      from the Credit Parties to their independent auditors authorizing the
      independent certified public accountants of the Credit Parties to communicate
      with Agent and Lenders in accordance with Section 4.2.

     

    L. Fee
      Letter.
      Duly
      executed originals of the GE Capital Fee Letter.

     

    M. Officer's
      Certificate.
      Agent
      shall have received duly executed originals of a certificate of the chief
      financial officer of each Borrower, in his or her capacity as an officer but
      not
      individually, dated the Closing Date, stating that, since December 31, 2006
      (a) no event or condition has occurred or is existing which could
      reasonably be expected to have a Material Adverse Effect; (b) no Litigation
      has been commenced which, if successful, could reasonably be expected to have
      a
      Material Adverse Effect or could challenge any of the transactions contemplated
      by the Agreement and the other Loan Documents; and (c) there has been no
      material increase in liabilities, liquidated or contingent, and no material
      decrease in assets of any Borrower or any of its Subsidiaries. 

     

    
      
        
        

      

      
        Annex
          D -
          2

        
          

        

      

      
        
        

      

    

    N. Audited
      Financials; Financial Condition.
      Agent
      shall have received the Financial Statements, Projections and other materials
      set forth in Section 3.4,
      certified by Holdings' chief financial officer, in each case in form and
      substance reasonably satisfactory to Agent, and Agent shall be satisfied, in
      its
      sole discretion, with all of the foregoing. 

     

    O. Reaffirmation.
      Agent
      shall have received duly executed originals of a Consent and Reaffirmation
      of
      Guaranty dated the Closing Date executed by each Guarantor. 

     

    P. Other
      Documents.
      Such
      other certificates, documents and agreements respecting any Credit Party as
      Agent may reasonably request.

     

    
      
        
        

      

      
        Annex
          D -
          3

        
          

        

      

      
        
        

      

    



    ANNEX
      E (Section 4.1(a))

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    FINANCIAL
      STATEMENTS AND PROJECTIONS—REPORTING

     

    


    Borrowers
      shall deliver or cause to be delivered to Agent or to Agent and Lenders, as
      indicated, the following:

     

    (a) Quarterly
      Financials.
      To Agent
      and Lenders, within 45 days after the end of each Fiscal Quarter, consolidated
      financial information regarding Holdings and its Subsidiaries, certified by
      the
      chief financial officer of Holdings, including (i) unaudited balance sheets
      as of the close of such Fiscal Quarter and the related statements of income
      and
      cash flow for that portion of the Fiscal Year ending as of the close of such
      Fiscal Quarter and (ii) unaudited statements of income and cash flows for
      such Fiscal Quarter, in each case setting forth in comparative form the figures
      for the corresponding period in the prior year, all prepared in accordance
      with
      GAAP (subject to normal year-end adjustments). Such financial information shall
      be accompanied by (A) a statement in reasonable detail (each, a "Compliance
      Certificate") showing the calculations used in determining compliance with
      each
      of the Financial Covenants that is tested on a quarterly basis and (B) the
      certification of the chief financial officer of Holdings that (i) such
      financial information presents fairly in accordance with GAAP (subject to normal
      year-end adjustments) the financial position, results of operations and
      statements of cash flows of Holdings and its Subsidiaries, on both a
      consolidated basis, as at the end of such Fiscal Quarter and for that portion
      of
      the Fiscal Year then ended, and (ii) any other information presented is
      true, correct and complete in all material respects and that there was no
      Default or Event of Default in existence as of such time or, if a Default or
      Event of Default has occurred and is continuing, describing the nature thereof
      and all efforts undertaken to cure such Default or Event of Default.


     

    (b) Operating
      Plan.
      To Agent
      and Lenders, as soon as available, but not later than 45 days after the end
      of
      each Fiscal Year, an annual operating plan for Borrowers, on a consolidated
      basis, approved by the Board of Directors of Borrowers, for the following Fiscal
      Year, which (i) includes a statement of all of the material assumptions on
      which such plan is based, (ii) includes monthly balance sheets, income
      statements and statements of cash flows for the following year and
      (iii) integrates sales, gross profits, operating expenses, operating profit
      and cash flow projections, all prepared on the same basis and in similar detail
      as that on which operating results are reported (and in the case of cash flow
      projections, representing management's good faith estimates of future financial
      performance based on historical performance), and including plans for personnel,
      Capital Expenditures and facilities.

     

    (c) Annual
      Audited Financials.
      To Agent
      and Lenders, within 120 days after the end of each Fiscal Year, audited
      Financial Statements for Holdings and its Subsidiaries on a consolidated basis,
      consisting of balance sheets and statements of income and retained earnings
      and
      cash flows, setting forth in comparative form in each case the figures for
      the
      previous Fiscal Year, which Financial Statements shall be prepared in accordance
      with GAAP and certified without qualification, by an independent certified
      public accounting firm of national standing or otherwise acceptable to Agent.
      Such Financial Statements shall be accompanied by (i) a statement prepared
      in reasonable detail showing the calculations used in determining compliance
      with each of the Financial Covenants as of the end of such Fiscal Year,
      (ii) the annual letters to such accountants in connection with their audit
      examination detailing contingent liabilities and material litigation matters,
      and (iii) the certification of the chief executive officer or chief
      financial officer of Borrowers that all such Financial Statements present fairly
      in accordance with GAAP the financial position, results of operations and
      statements of cash flows of Holdings and its Subsidiaries on a consolidated
      basis, as at the end of such Fiscal Year and for the period then ended, and
      that
      there was no Default or Event of Default in existence as of such time or, if
      a
      Default or Event of Default has occurred and is continuing, describing the
      nature thereof and all efforts undertaken to cure such Default or Event of
      Default.

     

    
      
        
        

      

      
        Annex
          E -
          1

        
          

        

      

      
        
        

      

    

    (d) Management
      Letters.
      To Agent
      and Lenders, within 5 Business Days after receipt thereof by any Credit Party,
      copies of all management letters, exception reports or similar letters or
      reports received by such Credit Party from its independent certified public
      accountants.

     

    (e) Default
      Notices.
      To Agent
      and Lenders, as soon as practicable, and in any event within 5 Business Days
      after an executive officer of any Borrower has actual knowledge of the existence
      of any Default, Event of Default or other event that has had a Material Adverse
      Effect, telephonic or telecopied notice specifying the nature of such Default
      or
      Event of Default or other event, including the anticipated effect thereof,
      which
      notice, if given telephonically, shall be promptly confirmed in writing on
      the
      next Business Day.

     

    (f) SEC
      Filings and Press Releases.
      To Agent
      and Lenders, promptly upon their becoming available, copies of: (i) all
      Financial Statements, reports, notices and proxy statements made publicly
      available by any Credit Party to its security holders; (ii) all regular and
      periodic reports and all registration statements and prospectuses, if any,
      filed
      by any Credit Party with any securities exchange or with the Securities and
      Exchange Commission or any governmental or private regulatory authority; and
      (iii) all press releases and other statements made available by any Credit
      Party to the public concerning material changes or developments in the business
      of any such Person.

     

    (g) Subordinated
      Debt and Equity Notices.
      To
      Agent, as soon as practicable, copies of all material written notices given
      or
      received by any Credit Party with respect to any Subordinated Debt or Stock
      of
      such Person, and, within 2 Business Days after any Credit Party obtains
      knowledge of any matured event of default with respect to any Subordinated
      Debt,
      notice of such event of default.

     

    (h) Supplemental
      Schedules.
      To
      Agent, supplemental disclosures, if any, required by Section 5.6.

     

    
      
        
        

      

      
        Annex
          E -
          2

        
          

        

      

      
        
        

      

    

    (i) Litigation.
      To Agent
      in writing, promptly upon learning thereof, notice of any Litigation commenced
      or threatened against any Credit Party that (i) seeks damages in excess of
      $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted
      against any Plan, its fiduciaries or its assets or against any Credit Party
      or
      ERISA Affiliate in connection with any Plan, (iv) alleges criminal
      misconduct by any Credit Party, or (v) alleges the violation of any law
      regarding, or seeks remedies in connection with, any Environmental
      Liabilities.

     

    (j) Insurance
      Notices.
      To
      Agent, disclosure of losses or casualties required by Section 5.4.

     

    (k) Investments.
      To
      Agent, notice of the transfer of any investments identified in Section
      6.2(c)
      in an
      aggregate amount greater than $10,000,000 to any account not subject to a
      Control Letter in effect on the Closing Date or entered into after the Closing
      Date in accordance with the last sentence of Section 5.10 of the Credit
      Agreement. 

     

    (k) Other
      Documents.
      To Agent
      and Lenders, such other financial and other information respecting any Credit
      Party's business or financial condition as Agent or any Lender shall from time
      to time reasonably request.

     

    
      
        
        

      

      
        Annex
          E -
          3

        
          

        

      

      
        
        

      

    



    ANNEX
      F (Section 6.10)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    FINANCIAL
      COVENANTS

     

    Borrowers
      shall not breach or fail to comply with any of the following financial
      covenants, each of which shall be calculated in accordance with GAAP
      consistently applied:

     

    (a) Minimum
      Fixed Charge Coverage Ratio.
      Holdings
      and its Subsidiaries shall have on a consolidated basis at the end of each
      Fiscal Quarter, a Fixed Charge Coverage Ratio for the twelve-month period then
      ended (or with respect to the Fiscal Quarters ending on or before December
      31,
      2007, the period commencing on March 31, 2007, and ending on the last day of
      such Fiscal Quarter) of not less than 1.20 to 1.00. 

     

    (b) Maximum
      Leverage Ratio.
      Holdings
      and its Subsidiaries on a consolidated basis shall have, at the end of each
      Fiscal Quarter, a Leverage Ratio as of the last day of such Fiscal Quarter
      and
      for the twelve-month period then ended of not more than 2.50 to
      1.00

     

    
      
        
        

      

      
        Annex
          F -
          1

        
          

        

      

      
        
        

      

    

    Unless
      otherwise specifically provided herein, any accounting term used in the
      Agreement shall have the meaning customarily given such term in accordance
      with
      GAAP, and all financial computations hereunder shall be computed in accordance
      with GAAP consistently applied. That certain items or computations are
      explicitly modified by the phrase "in accordance with GAAP" shall in no way
      be
      construed to limit the foregoing. If any "Accounting Changes" (as defined below)
      occur and such changes result in a change in the calculation of the financial
      covenants, standards or terms used in the Agreement or any other Loan Document,
      then Borrowers, Agent and Lenders agree to enter into negotiations in order
      to
      amend such provisions of the Agreement so as to equitably reflect such
      Accounting Changes with the desired result that the criteria for evaluating
      Borrowers' and their Subsidiaries' financial condition shall be the same after
      such Accounting Changes as if such Accounting Changes had not been made;
provided,
      however,
      that the
      agreement of Requisite Lenders to any required amendments of such provisions
      shall be sufficient to bind all Lenders. "Accounting Changes" means
      (i) changes in accounting principles required by the promulgation of any
      rule, regulation, pronouncement or opinion by the Financial Accounting Standards
      Board of the American Institute of Certified Public Accountants (or successor
      thereto or any agency with similar functions), (ii) changes in accounting
      principles concurred in by any Borrower's certified public accountants;
      (iii) purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16,
      and the application of the accounting principles set forth in FASB 109,
      including the establishment of reserves pursuant thereto and any subsequent
      reversal (in whole or in part) of such reserves; and (iv) the reversal of
      any reserves established as a result of purchase accounting adjustments. All
      such adjustments resulting from expenditures made subsequent to the Closing
      Date
      (including capitalization of costs and expenses or payment of pre-Closing Date
      liabilities) shall be treated as expenses in the period the expenditures are
      made and deducted as part of the calculation of EBITDA in such period. If Agent,
      Borrowers and Requisite Lenders agree upon the required amendments, then after
      appropriate amendments have been executed and the underlying Accounting Change
      with respect thereto has been implemented, any reference to GAAP contained
      in
      the Agreement or in any other Loan Document shall, only to the extent of such
      Accounting Change, refer to GAAP, consistently applied after giving effect
      to
      the implementation of such Accounting Change. If Agent, Borrowers and Requisite
      Lenders cannot agree upon the required amendments within 30 days following
      the
      date of implementation of any Accounting Change, then all Financial Statements
      delivered and all calculations of financial covenants and other standards and
      terms in accordance with the Agreement and the other Loan Documents shall be
      prepared, delivered and made without regard to the underlying Accounting Change.
      For purposes of Section 8.1,
      a breach
      of a Financial Covenant contained in this Annex F
      shall be
      deemed to have occurred as of the earlier of the date the Financial Statements
      reflecting such breach are delivered to Agent or the date such Financial
      Statements were required to be delivered to Agent.

     

    
      
        
        

      

      
        Annex
          F -
          2

        
          

        

      

      
        
        

      

    



    ANNEX
      G (Section 9.9(a))

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    WIRE
      TRANSFER INFORMATION

     

    


    
      	
              Name:

            	
              General
                Electric Capital Corporation

            
	
              Bank:

            	
              Deutsche
                Bank Trust Company Americas

              New
                York, New York

            
	
              ABA
                #:

            	
              021001033

            
	
              Account
                #:

            	
              50271079

            
	
              Account
                Name:

            	
              GECC/CAF
                Depository

            
	
              Reference:

            	
              CFC
                Odyssey

            


    

    


    
      
        
        

      

      
        Annex
          G -
          1

        
          

        

      

      
        
        

      

    



    ANNEX
      H (Section 11.10)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    NOTICE
      ADDRESSES

     

    


    (A) If
      to
      Agent or GE Capital, at

     

    General
      Electric Capital Corporation

     

    500
      West
      Monroe Street, 11th
      Floor

     

    Chicago,
      IL 60661

     

     

     

    Attention:
      Odyssey Account Manager

     

    Telecopier
      No.: (312) 441-7598

     

    Telephone
      No.: (312) 463-3814

     

     

     

    with
      copies to:

     

    General
      Electric Capital Corporation

     

    Two
      Bethesda Metro Center, Suite 600 

     

    Bethesda,
      Maryland 20814

     

    Attention:
      General Counsel 

     

    Telecopier
      No.: (301) 664-9866

     

    (B) If
      to
      Borrowers, at

     

    Odyssey
      HealthCare, Inc.

     

    717
      North
      Harwood, Suite 1500

     

    Dallas,
      Texas 75201

     

    Attention:
      General Counsel

     

    Telecopier
      No.: (214) 922-9752

     

    Telephone
      No.: (214) 245-3176

     

     

     

    with
      copies to:

     

    Vinson
      & Elkins L.L.P.

     

    3700
      Trammell Crow Center

     

    2100
      Ross
      Avenue

     

    Dallas,
      Texas 75201-2975

     

    Attention:
      James Markus

     

    Telecopier
      No.: (214) 999-7836

     

    Telephone
      No.: (214) 220-7836

     

    


    
      
        
        

      

      
        Annex H
          - 1

        
          

        

      

      
        
        

      

    



    ANNEX
      I (from Annex A - Commitments definition)

     

    to

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    


    
      	
Revolving
              Loan Commitment:	
              Lender(s)

            
	
              
$40,000,000

               

            	
              
General
                Electric Capital Corporation

               

            


    

    


    
      
        
        

      

      
        Annex
          I -
          1