Exhibit 10.17


Execution
Version




 





	
  

  	
  Published Deal CUSIP Number:

  
	
   

  	
  Published Revolver CUSIP Number:

  
	
   

  	
  Published Term Loan A CUSIP Number:

  
	
   

  	
  Published Term Loan B CUSIP Number:

  



 


AMENDED
& RESTATED CREDIT AGREEMENT


Dated as of May 24, 2007


among


MUELLER WATER PRODUCTS, INC.,


as the Borrower,


MUELLER GROUP, LLC,


as the prior
borrower (for the purposes of Section 1.01(i) only)


BANK OF AMERICA, N.A.,


as Administrative Agent,
Swing Line Lender,


an L/C Issuer and
a Lender,


JPMORGAN
CHASE BANK, N.A.,


as Syndication
Agent, an L/C Issuer and a Lender,


CITICORP USA, INC.,


CALYON
NEW YORK BRANCH,


and


SUNTRUST
BANK,


as
Co-Documentation Agents and as Lenders


and


The Other Lenders
Party Hereto


BANC OF AMERICA SECURITIES LLC,


and


J.P. MORGAN  SECURITIES INC.


as


Joint Lead Arrangers and
Joint Book Managers




 





 
















TABLE OF
CONTENTS


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
   

  	
   

  
	
  DEFINITIONS AND
  ACCOUNTING TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Amendment and Restatement; Existing Borrower
  Assignment

  	
   

  	
  2

  
	
  1.02

  	
   

  	
  Defined Terms

  	
   

  	
  4

  
	
  1.03

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  41

  
	
  1.04

  	
   

  	
  Accounting Terms

  	
   

  	
  42

  
	
  1.05

  	
   

  	
  Rounding

  	
   

  	
  43

  
	
  1.06

  	
   

  	
  Exchange Rates; Currency Equivalents

  	
   

  	
  43

  
	
  1.07

  	
   

  	
  Additional Alternative Currencies

  	
   

  	
  44

  
	
  1.08

  	
   

  	
  Change of Currency

  	
   

  	
  45

  
	
  1.09

  	
   

  	
  Times of Day

  	
   

  	
  45

  
	
  1.10

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
   

  	
   

  
	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Term Loans

  	
   

  	
  46

  
	
  2.02

  	
   

  	
  Revolving Loans

  	
   

  	
  47

  
	
  2.03

  	
   

  	
  Borrowings, Conversions and Continuations of
  Committed Loans

  	
   

  	
  47

  
	
  2.04

  	
   

  	
  Letters of Credit and Bankers’ Acceptances

  	
   

  	
  50

  
	
  2.05

  	
   

  	
  Swing Line Loans

  	
   

  	
  60

  
	
  2.06

  	
   

  	
  Prepayments

  	
   

  	
  63

  
	
  2.07

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  65

  
	
  2.08

  	
   

  	
  Repayment of Loans

  	
   

  	
  65

  
	
  2.09

  	
   

  	
  Interest

  	
   

  	
  66

  
	
  2.10

  	
   

  	
  Fees

  	
   

  	
  67

  
	
  2.11

  	
   

  	
  Computation of Interest and Fees; Retroactive
  Adjustments of Applicable Rate

  	
   

  	
  67

  
	
  2.12

  	
   

  	
  Evidence of Debt

  	
   

  	
  68

  
	
  2.13

  	
   

  	
  Payments Generally; Administrative Agent’s Clawback

  	
   

  	
  69

  
	
  2.14

  	
   

  	
  Sharing of Payments by Lenders

  	
   

  	
  71

  
	
  2.15

  	
   

  	
  Increase in Term Loan Facilities

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
   

  	
   

  
	
  SECURITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Security

  	
   

  	
  73

  
	
  3.02

  	
   

  	
  Further Assurances

  	
   

  	
  74

  
	
  3.03

  	
   

  	
  Information Regarding Collateral

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
   

  	
   

  
	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Taxes

  	
   

  	
  76

  
	
  4.02

  	
   

  	
  Illegality

  	
   

  	
  78

  
	
  4.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  78

  
	
  4.04

  	
   

  	
  Increased Costs; Reserves on Eurocurrency Rate Loans

  	
   

  	
  78

  



 



 i
 









 


	
  4.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  80

  
	
  4.06

  	
   

  	
  Mitigation Obligations; Replacement of Lenders

  	
   

  	
  81

  
	
  4.07

  	
   

  	
  Survival

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Conditions of Initial Credit Extension

  	
   

  	
  81

  
	
  5.02

  	
   

  	
  Conditions to all Credit Extensions

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  85

  
	
  6.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  85

  
	
  6.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  86

  
	
  6.04

  	
   

  	
  Binding Effect

  	
   

  	
  86

  
	
  6.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
   

  	
  86

  
	
  6.06

  	
   

  	
  Litigation

  	
   

  	
  87

  
	
  6.07

  	
   

  	
  No Default

  	
   

  	
  87

  
	
  6.08

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  87

  
	
  6.09

  	
   

  	
  Environmental Compliance

  	
   

  	
  87

  
	
  6.10

  	
   

  	
  Insurance

  	
   

  	
  87

  
	
  6.11

  	
   

  	
  Taxes

  	
   

  	
  87

  
	
  6.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  88

  
	
  6.13

  	
   

  	
  Subsidiaries; Equity Interests

  	
   

  	
  89

  
	
  6.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  89

  
	
  6.15

  	
   

  	
  Disclosure

  	
   

  	
  89

  
	
  6.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  89

  
	
  6.17

  	
   

  	
  Intellectual Property; Licenses, Etc.

  	
   

  	
  89

  
	
  6.18

  	
   

  	
  Senior Indebtedness

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
   

  	
   

  
	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Financial Statements

  	
   

  	
  90

  
	
  7.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  91

  
	
  7.03

  	
   

  	
  Notices

  	
   

  	
  93

  
	
  7.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  93

  
	
  7.05

  	
   

  	
  Preservation of Existence, Etc.

  	
   

  	
  93

  
	
  7.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  94

  
	
  7.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  94

  
	
  7.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  94

  
	
  7.09

  	
   

  	
  Books and Records

  	
   

  	
  94

  
	
  7.10

  	
   

  	
  Inspection Rights

  	
   

  	
  94

  
	
  7.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  95

  
	
  7.12

  	
   

  	
  New Subsidiaries, Pledgors and Real Property

  	
   

  	
  95

  
	
  7.13

  	
   

  	
  Compliance with ERISA

  	
   

  	
  97

  
	
  7.14

  	
   

  	
  Further Assurances

  	
   

  	
  97

  



 



 ii
 









 


	
  7.15

  	
   

  	
  Unrestricted Subsidiaries

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
   

  	
   

  
	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Liens

  	
   

  	
  99

  
	
  8.02

  	
   

  	
  Investments

  	
   

  	
  101

  
	
  8.03

  	
   

  	
  Indebtedness

  	
   

  	
  103

  
	
  8.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  105

  
	
  8.05

  	
   

  	
  Dispositions

  	
   

  	
  105

  
	
  8.06

  	
   

  	
  Restricted Payments

  	
   

  	
  106

  
	
  8.07

  	
   

  	
  Change in Nature of Business

  	
   

  	
  107

  
	
  8.08

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  107

  
	
  8.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  108

  
	
  8.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  109

  
	
  8.11

  	
   

  	
  Prepayment of Indebtedness; Amendment to Material
  Agreements

  	
   

  	
  109

  
	
  8.12

  	
   

  	
  Financial Covenants

  	
   

  	
  109

  
	
  8.13

  	
   

  	
  Acquisitions

  	
   

  	
  110

  
	
  8.14

  	
   

  	
  Creation of New Subsidiaries

  	
   

  	
  110

  
	
  8.15

  	
   

  	
  Securities of Subsidiaries

  	
   

  	
  111

  
	
  8.16

  	
   

  	
  Sale and Leaseback

  	
   

  	
  111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  	
   

  	
   

  
	
  EVENTS OF
  DEFAULT AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Events of Default

  	
   

  	
  111

  
	
  9.02

  	
   

  	
  Remedies Upon Event of Default

  	
   

  	
  113

  
	
  9.03

  	
   

  	
  Application of Funds

  	
   

  	
  114

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X.

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Appointment and Authority

  	
   

  	
  115

  
	
  10.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  115

  
	
  10.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  116

  
	
  10.04

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  116

  
	
  10.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  117

  
	
  10.06

  	
   

  	
  Resignation of Administrative Agent

  	
   

  	
  117

  
	
  10.07

  	
   

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
   

  	
  118

  
	
  10.08

  	
   

  	
  No Other Duties, Etc.

  	
   

  	
  118

  
	
  10.09

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  118

  
	
  10.10

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  119

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI.

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  11.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  120

  
	
  11.02

  	
   

  	
  Notices; Effectiveness; Electronic Communication

  	
   

  	
  122

  
	
  11.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  124

  
	
  11.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  125

  



 



 iii
 









 


	
  11.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  126

  
	
  11.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  127

  
	
  11.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  131

  
	
  11.08

  	
   

  	
  Right of Setoff

  	
   

  	
  132

  
	
  11.09

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  132

  
	
  11.10

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  133

  
	
  11.11

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  133

  
	
  11.12

  	
   

  	
  Severability

  	
   

  	
  133

  
	
  11.13

  	
   

  	
  Replacement of Lenders

  	
   

  	
  133

  
	
  11.14

  	
   

  	
  Governing Law; Jurisdiction; Etc.

  	
   

  	
  134

  
	
  11.15

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  135

  
	
  11.16

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  135

  
	
  11.17

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  135

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 



 iv
 









SCHEDULES


	
  1.01

  	
   

  	
  Mandatory Cost Formulae

  
	
  1.02(a)

  	
   

  	
  Unrestricted Subsidiaries

  
	
  2.01

  	
   

  	
  Commitments and Pro Rata Shares

  
	
  3.01

  	
   

  	
  Mortgaged Real Property

  
	
  3.03

  	
   

  	
  Information Regarding Collateral

  
	
  6.06

  	
   

  	
  Litigation

  
	
  6.09

  	
   

  	
  Environmental Matters

  
	
  6.11

  	
   

  	
  Proposed Tax Assessments

  
	
  6.12

  	
   

  	
  ERISA Compliance

  
	
  6.13(a)

  	
   

  	
  Subsidiaries

  
	
  6.13(b)

  	
   

  	
  Other Equity Investments

  
	
  8.01

  	
   

  	
  Existing Liens

  
	
  8.02

  	
   

  	
  Existing Investments

  
	
  8.03

  	
   

  	
  Existing Indebtedness

  
	
  11.02

  	
   

  	
  Administrative Agent’s Office; Certain Addresses for
  Notices

  



 


EXHIBITS


	
  

  	
   

  	
  Form of

  
	
   

  	
   

  	
   

  
	
  A-1

  	
   

  	
  Revolving Loan Notice

  
	
  A-2

  	
   

  	
  Term Loan Interest Rate Selection Notice

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  
	
  C-1

  	
   

  	
  Term Loan A Note

  
	
  C-2

  	
   

  	
  Revolving Loan Note

  
	
  C-3

  	
   

  	
  Term Loan B Note

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Assignment and Assumption

  
	
  F

  	
   

  	
  Guaranty Agreement

  
	
  G

  	
   

  	
  Security Agreement

  
	
  H

  	
   

  	
  Pledge Agreement

  
	
  I

  	
   

  	
  Mortgage

  



 



 v















AMENDED
AND RESTATED CREDIT AGREEMENT


This AMENDED AND RESTATED
CREDIT AGREEMENT is entered into
as of May 24, 2007,  among MUELLER WATER
PRODUCTS, INC., a Delaware corporation (“MWA”
or the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”),
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and, solely for purposes of the Amendment and Restatement (defined
below) and the assignment and assumption in Section 1.01, MUELLER GROUP, LLC, a Delaware limited liability company.


Preliminary
Statements


A.                                   Mueller
Group (defined in Section 1.02 below, and in such capacity the “Existing Borrower”), a wholly-owned
subsidiary of the Borrower, the lenders party thereto (the “Existing Lenders”) and Bank of
America, as administrative agent under the Existing Agreement (defined in Section
1.02 below) (in such capacity, the “Existing Agent”),
are parties to that certain Credit Agreement, dated as of October 3, 2005,
pursuant to which certain of such lenders originally agreed to provide Mueller
Group with (a) a revolving credit facility of up to $145,000,000, including a
letter of credit and bankers’ acceptance subfacility and a swing line
subfacility, and (b) a term loan facility in an initial principal amount of
$1,050,000,000.


B.                                     The
Borrower and Mueller Group have requested that the Existing Agreement be
amended and restated, subject to the conditions set forth herein, in order to,
among other things, (a) add an additional term loan facility, (b) extend the
maturity date of both the revolving credit facility and the existing term loan
facility, (c) increase the maximum aggregate principal amount of the revolving
credit facility from the existing $145,000,000 to $300,000,000 (subject to an
increase option provided in this Agreement), (d) reduce the existing term loan
facility, as the Term Loan B Facility hereunder, from the existing $789,732,412
principal amount to an aggregate principal amount as of the date hereof of
$565,000,000 (subject to an increase option provided in this Agreement), (e)
create a new Term Loan A Facility hereunder in an initial aggregate principal
amount of $150,000,000 (subject to an increase option provided in this
Agreement), (f) make the Borrower, the owner of all issued and outstanding
Equity Interests (defined in Section 1.02 below) of Mueller Group, the
borrower under this Agreement, and make Mueller Group a Guarantor (defined in Section
1.02 below) of the Borrower’s obligations hereunder pursuant to the
Guaranty (defined in Section 1.02 below), and (g) make certain other
amendments to the Existing Agreement (the “Amendment and Restatement”).


C.                                     The
parties hereto are willing to amend and restate the Existing Agreement, to
consent to the assignment to the Borrower of the Existing Borrower’s
obligations under the Existing Agreement pursuant to Section 1.01(i),  and to make and continue to make certain term
loan, revolving credit and letter of credit and bankers’ acceptance facilities
available to the Borrower upon the terms and conditions set forth herein.


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



 1
 









ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


1.01                        Amendment
and Restatement; Existing Borrower Assignment.  In order to facilitate the Amendment and
Restatement and otherwise to effectuate the desires of the Borrower and Mueller
Group, the Borrower, the Administrative Agent and the Lenders agree as follows:


(a)                                  As
of the Closing Date (immediately prior to the effectiveness of this Agreement)
(i) the Aggregate Revolving Credit Commitments under (and as defined in) the
Existing Agreement is $145,000,000, (ii) the principal amount of the Revolving
Loans (as defined in the Existing Agreement) outstanding under the Existing
Agreement is $0, (iii) there are no Swing Line Loans (as defined in the
Existing Agreement) outstanding under the Existing Agreement, (iv) the
aggregate amount of L/C – BA Obligations (as defined in the Existing Agreement)
outstanding under the Existing Agreement is $33,350,916.87, and (v) the
Outstanding Amount (as defined in the Existing Agreement) of the Term Loan (as
defined in the Existing Agreement) is $789,732,412.00.


(b)                                 Each
Existing Lender with an outstanding Revolving Credit Commitment (as defined in
the Existing Agreement) or portion of the Term Loan (as defined in the Existing
Agreement) under the Existing Agreement that either executes and delivers a
signature page to this Agreement or commits to a portion of the Revolving
Credit Commitment or either Term Loan hereunder prior to the Closing Date and
consummates such commitment pursuant to a post-Closing Date assignment (each, a
“Continuing Lender”) will be deemed
to have agreed to the Amendment and Restatement pursuant to the terms of this
Agreement upon the effectiveness of this Agreement.  Each Existing Lender that does not constitute
a Continuing Lender (each, a “Departing Lender”)
will be deemed not to have agreed to the Amendment and Restatement, and will be
subject to the mandatory assignment provisions of Section 11.13 of the
Existing Agreement upon the effectiveness of this Agreement.


(c)                                  Simultaneously
with the Closing Date, the parties hereby agree that (i) the Revolving Credit
Commitments of each Revolving Lender and its Pro Rata Revolving Share shall be
as set forth in Schedule 2.01, the Revolving Loans outstanding under
(and as defined in) the Existing Agreement shall be reallocated in accordance
with such Revolving Credit Commitments set forth on Schedule 2.01, and
the requisite assignments shall be deemed to be made in such amounts among the
Revolving Lenders and from each Revolving Lender to each other Revolving
Lender, with the same force and effect as if such assignments were evidenced by
applicable Assignments and Assumptions (as defined in the Existing Agreement)
under the Existing Agreement, and (ii) the letter of credit subfacility under
the Existing Agreement shall continue hereunder in the amount of the Letter of
Credit – BA Sublimit as provided for herein and all letters of credit existing
under the Existing Agreement (the “Existing Letters of Credit”) shall
continue as Letters of Credit hereunder.


(d)                                 Simultaneously
with the Closing Date, the parties hereby agree that the Outstanding Amount of
the Term Loan B, and each Term Loan B Lender’s
Pro Rata Term B Share thereof, shall be as set forth in Schedule
2.01, and the portion of the Outstanding Amount of the Term Loan  B  held by each Term Loan B Lender
shall be reallocated in accordance with



 2
 









the Pro Rata Term B Shares of the Term Loan B Lenders
set forth in Schedule 2.01, and the requisite assignments shall be
deemed to be made in such amounts among the Term Loan B Lenders and from each
Term Loan B Lender to each other Term Loan B Lender (and, if necessary, to Term
Loan B Lenders, including Bank of America, from Existing Lenders under the
Existing Agreement who elect not to become Term Loan B Lenders under this
Agreement or whose participation in this Agreement as Term Loan B Lenders is
expected to be consummated pursuant to a post-closing assignment with Bank of
America), with the same force and effect as if such assignments were evidenced
by applicable Assignments and Acceptances (as defined in the Existing
Agreement) under the Existing Agreement, but without the payment of any related
assignment fee.


(e)                                  Simultaneously
with the Closing Date, the parties hereby agree that the Outstanding Amount of
the Term Loan A, and each Term Loan A Lender’s
Pro Rata Term A Share thereof, shall be as set forth in Schedule
2.01.


(f)                                    Notwithstanding
anything to the contrary in the Existing Agreement or in this Agreement, no
other documents or instruments, including any Assignment and Assumption, shall
be, or shall be required to be, executed in connection with the assignments set
forth in this Section 1.01 (all of which requirements are hereby
waived), and such assignments shall be deemed to be made with all applicable
representations, warranties and covenants as if evidenced by an Assignment and
Acceptance.  On the Closing Date, the
applicable Lenders shall make full cash settlement with one another, and with
any Departing Lender under the Existing Agreement, either directly or through
the Administrative Agent, as the Administrative Agent may direct or approve, with
respect to all assignments, reallocations and other changes in Revolving Credit
Commitments and the portion of the Outstanding Amount of the Term Loan B
allocable to each Term Loan B Lender, such that after giving effect to such
settlements the Revolving Credit Commitment of each Revolving Lender, the Pro
Rata Term  A Share of each Term A
Lender  and the Pro Rata Term B Share of
each Term Loan B Lender shall be as set forth on Schedule 2.01.


(g)                                 The
parties hereto hereby agree that upon the effectiveness of this Agreement, the
terms and provisions of the Existing Agreement which in any manner govern or
evidence the Obligations, the obligations of the Borrower, the Existing
Borrower and the other Loan Parties, the rights and interests of the
Administrative Agent and the Lenders and any terms, conditions or matters
related to any thereof, shall be and hereby are amended and restated in their
entirety by the terms, conditions and provisions of this Agreement, and the
terms and provisions of the Existing Agreement, except as otherwise expressly
provided herein or therein, shall be superseded by this Agreement.


(h)                                 Notwithstanding
this Amendment and Restatement of the Existing Agreement, including anything in
this Section 1.01, and in any related Loan Documents (as defined in the
Existing Agreement and referred to herein, individually or collectively, as the
“Existing Loan Documents”), but
subject to the assignment from the Existing Borrower to the Borrower set forth
in Section 1.01(i) below, (i) all of the indebtedness, liabilities and
obligations owing by any Person under the Existing Agreement and other Existing
Loan Documents shall continue as Obligations hereunder, and (ii) each of this
Agreement and the Notes and any other Loan Document (as defined herein) that is
amended and restated in connection with this Agreement is



 3
 









given as a substitution of, and not as a payment of,
the indebtedness, liabilities and obligations of the Borrower, the Existing
Borrower or any other Loan Party under the Existing Agreement or any Existing
Loan Document and neither the execution and delivery of such documents nor the
consummation of any other transaction contemplated hereunder is intended to
constitute a novation of the Existing Agreement or of any of the other Existing
Loan Documents or any obligations thereunder. 
Upon the effectiveness of this Agreement, unless otherwise agreed to and
arranged by the Administrative Agent, all Revolving Loans (as defined in the
Existing Agreement) and Term Loans (as defined in the Existing Agreement) owing
and outstanding under the Existing Agreement shall be converted to and, subject
to conversion after the Closing Date, shall continue as Base Rate Loans
hereunder and shall constitute advances hereunder, and all Letters of Credit
(as defined in the Existing Agreement) and Bankers’ Acceptances (as defined in
the Existing Agreement) outstanding under the Existing Agreement and any of the
Existing Loan Documents, if any, shall continue as Letters of Credit and
Bankers’ Acceptances, as applicable, hereunder; provided that if any
Eurodollar Rate Loans (as defined in the Existing Agreement) are converted to
Base Rate Loans pursuant to this Section 1.01(h) on a day other than the
last day of an Interest Period, the Borrower shall compensate the Lenders
holding such Eurodollar Rate Loans (as defined in the Existing Agreement)
pursuant to Section 4.05 for any loss, cost or expense arising from such
conversion on the Closing Date of Eurodollar Rate Loans under (and as defined
in) the Existing Agreement to Base Rate Loans hereunder; provided further,
that on and after the Closing Date, the Applicable Rate and fees applicable to
Loans, Letters of Credit and Bankers’ Acceptances hereunder shall apply without
regard to any margins or fees otherwise applicable thereto under the Existing
Agreement prior to the Closing Date (which fees and margins applicable prior to
the Closing Date shall either be paid in full on the Closing Date or at the
first date for payment of interest and fees under this Agreement, as determined
by the Borrowers and the Administrative Agent).


(i)                                     Pursuant
to the request of the Existing Borrower and the Borrower, in connection with
this Amendment and Restatement the Existing Borrower desires to assign to the
Borrower, and the Borrower desires to accept such assignment from the Existing
Borrower, all of the Existing Borrower’s rights and obligations under the
Existing Agreement (as amended and restated by this Amendment and Restatement)
so that, after giving effect thereto, the Borrower shall be the sole borrower
under this Agreement, and the Existing Borrower shall become a Guarantor
hereunder pursuant to its execution and delivery of the Guaranty.  The assignment provided for in this Section
1.01(i) is hereby agreed and approved by each Lender party hereto, and
shall be deemed to have occurred simultaneously with the occurrence of the
Closing Date with respect to this Agreement, without any further action by any
party hereto.  The Existing Borrower has executed
this Agreement for the sole purpose of effectuating the assignment provided in
this Section 1.01(i), and shall have no further rights or obligations
under this Agreement (but without limitation to its rights and obligations
contained in any other Loan Document to which it is a party)..


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


“Acceptance
Credit” means a commercial Letter of Credit in which the L/C
Issuer engages with the beneficiary of such Letter of Credit to accept a time
draft, and shall include those Existing Letters of Credit which are Acceptance
Credits.



 4
 









“Acceptance
Documents” means such general acceptance agreements,
applications, certificates and other documents as the L/C Issuer may require in
connection with the creation of Bankers’ Acceptances.


“Account”
means any account (as that term is defined in Section
9-102(a)(2)(i) and (ii) of the UCC) of the Borrower or any Subsidiary arising
from the sale or lease of goods or the rendering of services.


“Acquisition”
means the acquisition of (a) a controlling equity or other ownership interest
in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a controlling interest at the time it
becomes exercisable by the holder thereof), whether by purchase of such equity
or other ownership interest or upon exercise of an option or warrant for, or
conversion of securities into, such equity or other ownership interest, or (b)
assets of another Person which constitute all or substantially all of the
assets of such Person or of a line or lines of business conducted by such
Person.


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


“Administrative
Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule
11.02 with respect to such currency, or such other address or account with
respect to such currency as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.


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


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


“Aggregate
Commitments” means, as at any date of determination thereof, the
sum of (a) the Aggregate Revolving Credit Commitments at such date, plus
(b) the Outstanding Amount with respect to the Term Loan Facilities at such
date.


“Aggregate
Credit Exposures” means, as at any date of determination
thereof, the sum of (a) the unused portion of the Aggregate Revolving Credit
Commitments then in effect, plus (b) the Total Outstandings at such time.


“Aggregate
Revolving Credit Commitments” means, as at any date of
determination thereof, the sum of all Revolving Credit Commitments of all Lenders
at such date.


“Agreement”
means this Amended and Restated Credit Agreement.


“Alternative Currency”
means each of Euro, Sterling, Yen, Canadian Dollar and each other currency
(other than Dollars) that is approved in accordance with Section 1.07.



 5
 









“Alternative Currency
Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.


“Alternative Currency
Sublimit” means an amount equal to the lesser of the Aggregate
Revolving Credit Commitments and $25,000,000.  The Alternative Currency Sublimit
is part of, and not in addition to, the Aggregate Revolving Credit Commitments;
provided that the Alternative Currency Sublimit shall not be in effect
for Revolving Loans until the Fronting Structure Amendment is effective.


“Amendment and Restatement”
has the meaning specified in the Preliminary Statements above.


“Applicable
Rate” means, from time to time,


(a)                                  with
respect to Segments of the Term Loan B (i) that are Eurocurrency Rate Loans,
1.75%, and (ii) that are Base Rate Loans, 0.75%; and


(b)                                 with
respect to the Commitment Fee, Revolving Loans, Term Loan A, Swing Line Loans
and Letter of Credit - BA Fees, the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(b):


	
   

  	
   

  	
   

  	
   

  	
  Revolving Loans, Segments of the

  Term Loan A, Swing Line Loans and

  Letter of Credit – BA Fees

  	
   

  	
   

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurocurrency Rate

  Loans and Letter

  of Credit - BA Fees

  	
   

  	
  Commitment Fee

  	
   

  
	
  1

  	
   

  	
  Greater
  than or equal to 3.50 to 1.00

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  	
  0.500

  	
  %

  
	
  2

  	
   

  	
  Less
  than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00

  	
   

  	
  0.50

  	
  %

  	
  1.50

  	
  %

  	
  0.375

  	
  %

  
	
  3

  	
   

  	
  Less
  than 2.50 to 1.00 but greater than or equal to 1.50 to 1.00

  	
   

  	
  0.25

  	
  %

  	
  1.25

  	
  %

  	
  0.250

  	
  %

  
	
  4

  	
   

  	
  Less
  than 1.50 to 1.00 

  	
   

  	
  0.00

  	
  %

  	
  1.00

  	
  %

  	
  0.200

  	
  %

  



 


Any increase or decrease in the Applicable Rate with
respect to Revolving Loans, the Term Loan A (including Segments), Swing Line
Loans and Letter of Credit - BA Fees resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 7.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 1 shall apply thereto as of the first Business Day
after the date on which such Compliance Certificate was required to have been
delivered until the Business Day following the date the appropriate certificate
is so delivered.  Subject to



 6
 









the proviso in the preceding sentence, from the
Closing Date to the Business Day following the date the Compliance Certificate
for the fiscal period ending June 30, 2007 is delivered or is required to be
delivered (whichever shall first occur), the Applicable Rate with respect to
the Commitment Fee, Revolving Loans, Term Loan A, Swing Line Loans and Letter
of Credit - BA Fees shall be Pricing Level 2.


“Applicable Time”
means, with respect to any borrowings and payments in any Alternative Currency,
the local time in the place of settlement for such Alternative Currency as may
be determined by the Administrative Agent or the L/C Issuer, as the case may
be, to be necessary for timely settlement on the relevant date in accordance
with normal banking procedures in the place of payment.


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


“Arrangers”
means BAS and JPMS, each in its capacity as a joint lead arranger and joint
book manager.


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


“Assignment
and Assumption” means an assignment and assumption entered into
by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b)), and accepted by the
Administrative Agent, in substantially the form of Exhibit E or any
other form approved by the Administrative Agent.


“Assumed
Indebtedness” means Indebtedness of a Person which is (a) in
existence at the time such Person becomes a Restricted Subsidiary of the
Borrower or (b) is assumed in connection with an Investment in or acquisition
of such Person, and has not been incurred or created by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Borrower.


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


“Audited
Financial Statements” means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended September
30, 2006, and the related consolidated statements of income or operations,
retained earnings and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.


“Auditor”
has the meaning specified in Section 7.01(a).



 7
 









“Availability
Period” means the period from and including the Closing Date to
the earliest of (a) the Revolving Credit Maturity Date, (b) the date of
termination of the Aggregate Revolving Credit Commitments pursuant to Section
2.07, and (c) the date of termination of the commitment of each Lender to
make Loans and of the obligation of the L/C Issuer to make L/C- BA Credit
Extensions pursuant to Section 9.02.


“Bank
of America” means Bank of America, N.A. and its successors.


“Bank
of America Fee Letter” means the letter agreement, dated as of
May 3, 2007, among the Borrower, the Administrative Agent and BAS.


“Bankers’
Acceptance” or “BA” means a time draft, drawn by the beneficiary under
an Acceptance Credit and accepted by the L/C Issuer upon presentation of
documents by the beneficiary of an Acceptance Credit pursuant to Section
2.04 hereof, in the standard form for bankers’ acceptances of  the L/C Issuer.


“BAS”
means Banc of America Securities LLC.


“Base
Rate” means for any day a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate
of interest in effect for such day as publicly announced from time to time by
Bank of America as its “prime rate.”  The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in
the public announcement of such change.


“Base
Rate Loan” means a Loan (including a Segment) that bears
interest based on the Base Rate.  All
Base Rate Loans shall be denominated in Dollars.


“Base
Rate Revolving Loan” means a Revolving Loan that is a Base Rate
Loan.


“Base
Rate Segment” means a Segment bearing interest or to bear
interest at the Base Rate.


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


“Borrower
Materials” has the meaning specified in Section 7.02.


“Borrowing”
means any of (a) the advance of the Term Loans pursuant to Section 2.01,
(b) a Revolving Borrowing, or (c) a Swing Line Borrowing, as the context may
require.


“Business
Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent’s Office with respect
to Obligations denominated in Dollars is located and:



 8
 









(a)                                  if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments
in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings
in Dollars to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means any such day on which dealings in deposits in
Dollars are conducted by and between banks in the London interbank eurodollar
market;


(b)                                 if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in
Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in
Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means a TARGET Day;


(c)                                  if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on
which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and


(d)                              if
such day relates to any fundings, disbursements, settlements and payments in a
currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, or any other dealings in
any currency other than Dollars or Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such
currency.


“Canadian  Dollar” and “CAN$” mean lawful money of Canada.


“Cash
Collateralize” has the meaning specified in Section 2.04(g).


“Cash
Equivalents” means any of the following types of property, to
the extent owned by the Borrower or any of its Restricted Subsidiaries free and
clear of all Liens (other than Liens created under the Security Instruments):


(a)                                  cash,
denominated in U.S. Dollars or in a currency other than U.S. Dollars that is
freely transferable or convertible into U.S. Dollars;


(b)                                 readily
marketable direct obligations of the government of the United States or any
agency or instrumentality thereof, or obligations the timely payment of
principal and interest on which are fully and unconditionally guaranteed by the
government of the United States or any state or municipality thereof, in each
case so long as such obligation has an investment grade rating by S&P and
Moody’s;


(c)                                  commercial
paper rated at least P-1 (or the then equivalent grade) by Moody’s and A-1 (or
the then equivalent grade) by S&P, or carrying an equivalent rating by a
nationally recognized rating agency if at any time neither Moody’s and S&P
shall be rating such obligations;  provided
that up to 25% of the aggregate amount of Investments in Cash Equivalents
pursuant to this subpart (c) of the definition thereof may be in



 9
 









commercial paper that is
rated (I) at least P-1 (or the then equivalent grade) by Moody’s and at least
A-2 (or the then equivalent grade) by S&P, or (II) at least P-2 (or the
then equivalent grade) by Moody’s and at least A-1 (or the then equivalent
grade) by S&P;


(d)                                 insured
certificates of deposit or bankers’ acceptances of, or time deposits with any
Lender or with any commercial bank that (i) is a member of the Federal Reserve
System, (ii) issues (or the parent of which issues) commercial paper rated as
described in the first portion of clause (c) above (without regard to the
proviso), (iii) is organized under the laws of the United States or of any
state thereof and (iv) has combined capital and surplus of at least
$250,000,000, provided that no more than 25% of the aggregate amount of
Investments in Cash Equivalents pursuant to this subpart (d) of the definition
thereof may be in such items with a maturity longer than one year;


(e)                                  readily
marketable general obligations of any corporation organized under the laws of
any state of the United States of America, payable in the United States of
America, expressed to mature not later than twelve months following the date of
issuance thereof and rated A or better by S&P or A2 or better by Moody’s;


(f)                                    readily
marketable shares of investment companies or money market funds that, in each
case, invest solely in the foregoing Investments described in clauses (a)
through (e) above; and


(g)                                 
in the case of any Restricted Subsidiary of the Borrower organized or having
its principal place of business outside the United States, investments
denominated in the currency of the jurisdiction in which such Subsidiary is
organized or has its principal place of business which are similar to the items
specified in clauses (a) through (f) above.


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


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


(a)                                  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act, but excluding any employee benefit plan of the Borrower or its
Restricted Subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 35%
or more of the Voting Securities of the Borrower on a fully-diluted basis (and
taking into account all such securities that such person or group has the right
to acquire pursuant to any option right); or



 10
 









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


“Closing
Date” means the first date all the conditions precedent in Section
5.01 are satisfied or waived in accordance with Section 11.01 (or,
in the case of Section 5.01(b), waived by the Person entitled to receive
the applicable payment).


“Code”
means the Internal Revenue Code of 1986.


“Collateral”
means, collectively, all personal and real property of the Borrower, any
Restricted Subsidiary or any other Person in which the Administrative Agent or
any Lender is granted a Lien under any Security Instrument as security for all
or any portion of the Obligations or any other obligation arising under any
Loan Document.


“Commitment
Fee” has the meaning specified in Section 2.10(a).


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


“Consolidated
Capital Expenditures” means, with respect to the Borrower and
its Restricted Subsidiaries on a consolidated basis, for any period the sum of
(without duplication) all expenditures (whether paid in cash or accrued as
liabilities) by the Borrower or any Restricted Subsidiary during such period
for items that would be classified as “property, plant or equipment” or
comparable items on the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries, including without limitation all transactional costs
incurred in connection with such expenditures provided the same have been
capitalized; provided, that 
Consolidated Capital Expenditures shall exclude any portion of the
purchase price of an Acquisition permitted by Section 8.13 which is
accounted for as a capital expenditure.


“Consolidated
Cash Interest Charges” means, for any period, for the Borrower
and its Restricted Subsidiaries on a consolidated basis, that portion of
Consolidated Interest Charges that is either paid or required to be paid in
cash during such period, but excluding prepayment or similar premiums paid in
connection with any prepayment, repurchase or redemption of Consolidated Funded
Indebtedness.



 11
 









“Consolidated
EBITDA” means, for any period and in each case without
duplication (including any duplication with any item excluded in calculating
Consolidated Net Income), with respect to the Borrower and its Restricted
Subsidiaries, on a consolidated basis determined in accordance with GAAP, an
amount equal to:


(a)                                  Consolidated Net Income for such period,


plus                         (b)                                 Consolidated Interest
Charges for such period, to the extent deducted in computing Consolidated Net Income,


plus                         (c)                                  the
provision for federal, state, local and foreign income taxes payable for such
period, to the extent deducted in computing Consolidated Net Income,


plus                         (d)                                 depreciation
and depletion expense, to the extent deducted in computing Consolidated Net
Income,


plus                         (e)                                  amortization expense,
to the extent deducted in computing Consolidated Net Income,


plus                         (f)                                    all
other non-cash charges or expenses (excluding any non-cash charges representing
an accrual of, or reserve for, cash charges to be paid within the next twelve
months) to the extent deducted in computing Consolidated Net Income,


plus                         (g)                                 any amounts deducted in determining Consolidated
Net Income representing mark-to-market
losses related to interest rate hedges that must be recognized currently in net
income under Financial Accounting Standards Board Statement 133 (to the extent
not included in Consolidated Interest Charges),


minus                (h)                                 any
amounts added in determining Consolidated Net Income representing
mark-to-market gains related to interest
rate hedges that must be recognized currently in net income under Financial Accounting Standards Board
Statement 133 (to the extent not included in Consolidated Interest Charges),


minus                (i)                                     all other non-cash income or gains added in
determining Consolidated Net Income,


plus                         (j)                                     expenses incurred
in connection with the Transactions to the extent deducted in computing
Consolidated Net Income,


plus                         (k)                                  any amounts deducted in determining Consolidated
Net Income representing cash
restructuring costs, or cash costs reasonably determined by the Borrower to be
associated with facility or product line closures, consolidation or
rationalization, not to exceed (i) $50,000,000 of such costs in the aggregate
incurred



 12
 









from the Closing Date through the last day of the
fiscal year of the Borrower ending  September 30,
2008, (ii) $25,000,000 of such costs in the aggregate incurred during the
fiscal year of the Borrower ending September 30, 2009, (iii) $25,000,000 of
such costs in the aggregate incurred during the fiscal year of the Borrower
ending September 30, 2010, (iv) $25,000,000 of such costs in the aggregate
incurred during the fiscal year of the Borrower ending September 30, 2011, and
(v) $25,000,000 of such costs in the aggregate incurred during the fiscal year
of the Borrower ending September 30, 2012, provided that any amount not
utilized in any fiscal year of the Borrower may be carried forward for use in
any succeeding fiscal year until the Term Loan B Maturity Date, and


plus                         (l)                                     for any
Four-Quarter period including a fiscal quarter of the Borrower ending on or
prior to December 31, 2006, up to 75% of any amounts deducted in determining Consolidated Net Income representing costs
associated with compliance with Sarbanes-Oxley;


provided,
however, Consolidated EBITDA shall be decreased by the amount of any
cash expenditures in such period related to non-cash charges added back to
Consolidated Net Income in computing Consolidated EBITDA during any prior
periods.


“Consolidated
Funded Indebtedness” means, as of any date of determination, for
the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum
of (a) the outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct
obligations arising under standby and commercial letters of credit (excluding
the undrawn amount thereof), bankers’ acceptances (including all BAs
hereunder), bank guaranties (excluding the amounts available thereunder as to
which demand for payment has not yet been made), surety bonds (excluding the
amounts available thereunder as to which demand for payment has not yet been
made) and similar instruments, (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable in
the ordinary course of business), (e) Attributable Indebtedness in respect of
capital leases and Synthetic Lease Obligations and all Receivables Facility
Outstandings, (f) without duplication, all Guarantees with respect to
outstanding Indebtedness of the types specified in clauses (a) through (e)
above of Persons other than the Borrower or any Restricted Subsidiary, and (g)
all Indebtedness of the types referred to in clauses (a) through (f) above of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which the Borrower or a Restricted
Subsidiary is a general partner or joint venturer, to the extent such
Indebtedness is recourse to the Borrower or such Restricted Subsidiary.


“Consolidated Interest Charge
Coverage Ratio” means, as of any date of determination, the
ratio of (a) Consolidated EBITDA for the Four-Quarter Period ending on such
date to (b) Consolidated Cash Interest Charges for such period.



 13
 









“Consolidated
Interest Charges” means, for any period, for the Borrower and
its Restricted Subsidiaries on a consolidated basis, the sum of the following
(without duplication), in each case net of interest income earned (without
duplication) on cash balances or under Swap Contracts hedging against, or
otherwise entered into to manage risks relating to, fluctuations in interest
rates to the extent such interest income is included in the calculation of
Consolidated Net Income: (a) all interest, (b) the portion of rent expense of
the Borrower and its Restricted Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP, and (c) any
amounts included in interest expense in respect of Permitted Receivables
Transactions (or, if any such Permitted Receivables Transaction is an “off-balance
sheet” transaction under GAAP, any amounts that would have been so included in
respect of such Permitted Receivables Transaction if it were an “on-balance
sheet” transaction under GAAP).


“Consolidated
Leverage Ratio” means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date less Cash
Equivalents of the Borrower and the Restricted Subsidiaries on a consolidated
basis as of such date to (b) Consolidated EBITDA for the Four-Quarter Period
most recently ended for which the Borrower has delivered financial statements
pursuant to Section 7.01(a) or (b).


“Consolidated Net Income” means, for any period, for the Borrower and
its Restricted Subsidiaries on a consolidated basis, the net income after
taxation of the Borrower and its Restricted Subsidiaries for that period
excluding (a) net losses or gains realized in connection with (i) any sale,
lease, conveyance or other disposition of any asset (other than in the ordinary
course of business), or (ii) repayment, repurchase or redemption of
Indebtedness, and (b) extraordinary or nonrecurring income (or expense),
including, any compensation charge incurred in connection with the
Transactions; provided that the net income or loss of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid to the Borrower or a Restricted Subsidiary in cash.


“Consolidated Senior Secured Indebtedness” means, as of any date of determination, all
Consolidated Funded Indebtedness that, as of such date, is secured by any Lien
on any asset or property of the Borrower or any of its Restricted Subsidiaries.


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


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have
meanings correlative thereto.  Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote 10% or more of the securities having ordinary voting
power for the election of directors, managing general partners or the
equivalent.



 14
 









“Core
Business” means any material line of business conducted by the
Borrower and its Subsidiaries as of the Closing Date and any business
reasonably related or incidental thereto.


“Cost
of Acquisition” means, with respect to any Acquisition, as at
the date of entering into any agreement therefor, the sum of the following
(without duplication):  (a) the amount of
any cash and fair market value of other property (excluding the value of any
capital stock, warrants or options to acquire capital stock of the Borrower or
any Restricted Subsidiary and the unpaid principal amount of any debt
instrument) given as consideration, (b) the amount (determined by using the
face amount or the amount payable at maturity, whichever is greater) of any
Indebtedness incurred, assumed or acquired by the Borrower or any Restricted Subsidiary in connection
with such Acquisition, (c) all additional purchase price amounts in the form of
earnouts and other contingent obligations that are to be paid in cash and that
should be recorded on the financial statements of the Borrower and its Restricted Subsidiaries in accordance
with GAAP, (d) all amounts paid in cash in respect of covenants not to compete,
and consulting agreements that should be recorded on financial statements of
the Borrower and its Restricted
Subsidiaries in accordance with GAAP, (e) the aggregate fair market value of
all other consideration given by the Borrower or any Restricted Subsidiary in connection with such Acquisition (but
excluding the value of any capital stock, warrants or options to acquire
capital stock of the Borrower or any Restricted
Subsidiary), and (f) out-of-pocket transaction costs for the services and
expenses of attorneys, accountants and other consultants incurred in effecting
such transaction, and other similar transaction costs so incurred and
capitalized in accordance with GAAP.


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


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


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


“Default
Rate” means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate with respect to Base Rate Loans plus (c) 2% per annum; provided,
however, that (i) with respect to a Eurocurrency Rate Loan, until the
end of the Interest Period during which the Default Rate is first applicable,
the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate and any Mandatory Cost) otherwise applicable to
such Eurocurrency Rate Loan plus 2% per annum, and thereafter as set forth in
the portion of this sentence preceding this proviso, and (ii) with respect to
Letter of Credit– BA Fees, the Default Rate shall equal the Letter of Credit–
BA Fee, then in effect plus 2% per annum, in each case to the fullest extent
permitted by applicable Laws.



 15
 









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


“Direct
Foreign Subsidiary” means a Foreign Subsidiary a majority of
whose Voting Securities, or a majority of whose Subsidiary Securities, are
owned by the Borrower or a Domestic Subsidiary.


“Disposition”
or “Dispose”
means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property, or part thereof, by any
Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.


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


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any Alternative
Currency, the equivalent amount thereof in Dollars as determined by the
Administrative Agent or the L/C Issuer, as the case may be, at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of Dollars with such Alternative Currency.


“Domestic
Subsidiary” means any Subsidiary that is organized under the
laws of any political subdivision of the United States (but excluding any
territory or possession thereof).


“Eligible
Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and, in the case of any assignment of
a Revolving Credit Commitment, the L/C Issuer and the Swing Line Lender, and
(ii) unless an Event of Default has occurred and is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.


“EMU” means
the economic and monetary union in accordance with the Treaty of Rome 1957, as
amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the
Amsterdam Treaty of 1998.


“EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European currency.


“Environmental
Laws” means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including



 16
 









those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


“Environmental
Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


“Equity
Interests” means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition
from such Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are outstanding on any
date of determination.


“ERISA”
means the Employee Retirement Income Security Act of 1974.


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


“ERISA
Event” means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing by the Borrower or any ERISA Affiliate or
the PBGC of a notice of intent to terminate, the treatment by the PBGC of a
Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA,
or the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of
any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate; or (g)                 any
event or condition that results in (i) the termination of any Plan that is
regulated by any Foreign Benefit Law, (ii) the revocation of such Plan’s
authority to operate under the applicable Foreign Benefit Law or (iii) a
complete or partial withdrawal by the Borrower or any Subsidiary from a Foreign
Pension Plan.



 17
 









“Euro” and “EUR” mean the lawful currency of the
Participating Member States introduced in accordance with the EMU Legislation.


“Eurocurrency
Rate” means, for any Interest Period with respect to a
Eurocurrency Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. 
If such rate is not available at such time for any reason, then the “Eurocurrency
Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in the relevant currency
for delivery on the first day of such Interest Period in Same Day Funds in the
approximate amount of the Eurocurrency Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the
London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period.


“Eurocurrency
Rate Loan” means a Loan (including a Segment) that bears
interest at a rate based on the Eurocurrency Rate.  All Revolving Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans.


“Eurocurrency Rate
Revolving Loans” means a Revolving Loan that bears interest at a
rate based on the Eurocurrency Rate.


“Eurocurrency
Rate Segment” means a Segment bearing interest or to bear
interest at the Eurocurrency Rate.


“Event
of Default” has the meaning specified in Section 9.01.


“Exchange
Act” means the Securities Exchange Act of 1934 and the
regulations promulgated thereunder.


“Excluded
Taxes” means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 11.13), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to
comply with Section 4.01(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new Lending Office (or



 18
 









assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 4.01(a).


“Existing Agent”
has the meaning specified in the Preliminary Statements above.


“Existing Borrower
Notes”
means the 14 3⁄4% senior discount notes due 2014 issued by the Borrower in an
aggregate initial accreted value not in excess of $110,100,000 pursuant to the
Existing Borrower Notes Indenture, as in effect on the Closing Date and,
thereafter, as amended, supplemented, amended and restated or otherwise
modified.


“Existing
Borrower Notes Indenture” means the Indenture, dated as of April
29, 2004, among the Borrower and Law Debenture Trust Company of New York, as
trustee, as in effect on the Closing Date and, thereafter, as amended,
supplemented, amended and restated or otherwise modified.


“Existing Borrower Notes
Tender” means the offer to purchase and solicitation of consents
made by the Borrower pursuant to the Offers to Purchase for the Existing
Borrower Notes, and the termination, defeasance or other satisfaction in full
in a manner satisfactory to the Administrative Agent of all or substantially
all of the Existing Borrower Notes.


“Existing
Agreement” means that certain Credit Agreement dated as of
October 3, 2005, among Mueller Group, Bank of America, as administrative agent,
and a syndicate of lenders, as amended through the Closing Date, which Existing
Agreement is being amended and restated hereby.


“Existing Letters
of Credit” has the meaning specified in Section
1.01(c).


“Existing  Subordinated Notes” means
the 10% senior subordinated notes due 2012 co-issued by Mueller Group and
Mueller Group Co-Issuer, Inc. in an aggregate principal amount of $315,000,000,
as in effect on the Closing Date and, thereafter, as amended, supplemented,
amended and restated or otherwise modified in accordance with the terms of this
Agreement.


“Existing  Subordinated Notes Indenture”
means the Indenture, dated as of April 23, 2004, among Mueller Group, Mueller
Group Co-Issuer, Inc., the guarantors signatory thereto, and Law Debenture
Trust Company of New York, as trustee, as in effect on the Closing Date and,
thereafter, as amended, supplemented, amended and restated or otherwise
modified in accordance with the terms of this Agreement.


“Existing Subordinated
Notes Tender” means the offer to purchase and solicitation of
consents made by the Borrower pursuant to the Offers to Purchase and
consummated on or prior to the Closing Date, for the Existing Subordinated
Notes, and the termination, defeasance or other satisfaction in full in a
manner satisfactory to the Administrative Agent of all or substantially all of
the Existing Subordinated Notes.


“Facility
Termination Date” means the date as of which all of the
following shall have occurred:  (a) the
Borrower shall have permanently terminated the Revolving Credit Facility and
each of the Term Loan Facilities by final payment in full of all Outstanding
Amounts, together with all accrued and unpaid interest and fees thereon, other
than (i) the undrawn portion of



 19
 









Letters of Credit, (ii) the aggregate face amount
of all outstanding Bankers’ Acceptances and (iii) all fees relating to any
Letters of Credit accruing after such date (which fees shall be payable solely
for the account of the L/C Issuer and shall be computed (based on interest
rates and the Applicable Rate then in effect) on such undrawn amounts to the
respective expiry dates of the Letters of Credit), in each case as have been
fully Cash Collateralized or as to which other arrangements with respect
thereto satisfactory to the Administrative Agent and the L/C Issuer shall have
been made, (b) the Aggregate Revolving Credit Commitments, if any, shall have
terminated or expired, (c) the obligations and liabilities of the Borrower and
each other Loan Party under all Related Credit Arrangements shall have been
fully, finally and irrevocably paid and satisfied in full and the Related
Credit Arrangements shall have expired or been terminated, or other
arrangements satisfactory to the counterparties shall have been made with
respect thereto, and (d) each Guarantor shall have fully, finally and irrevocably
paid and satisfied in full its respective obligations and liabilities arising
under the Loan Documents, (except for future obligations consisting of
continuing indemnities and other contingent Obligations of the Borrower or any
Loan Party that may be owing to the Administrative Agent or any of its Related
Parties or any Lender pursuant to the Loan Documents and expressly survive
termination of this Agreement).


“Federal
Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the
Administrative Agent.


“Foreign
Benefit Law” means any Law of any foreign nation or any
province, state, territory, protectorate or other political subdivision thereof
regulating, relating to, or imposing liability or standards of conduct
concerning, any Plan or Pension Plan.


“Foreign
Investment Basket Utilization” means, on any date, the sum of
(a) the aggregate Investments in any Foreign Subsidiaries that are Restricted
Subsidiaries pursuant to Section 8.02(k), plus, (b) the
outstanding aggregate principal amount of Indebtedness incurred by Foreign
Subsidiaries pursuant to Section 8.03(i)(ii)  plus (c) the
aggregate Costs of Acquisition with respect to all Acquisitions of Foreign
Subsidiaries occurring after the Closing Date, without duplication for any
portion thereof made with the proceeds of Investments described in clause (a)
or Indebtedness described in clause (b) of this definition.


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



 20















“Foreign
Pension Plan” means any plan, arrangement, understanding or
scheme maintained by the Borrower or any Subsidiary that provides retirement or
deferred compensation benefits covering any employee or former employee and
which is administered under any Foreign Benefit Law or regulated by any
Governmental Authority other than the United States.


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic
Subsidiary.


“Four-Quarter
Period” means a period of four full consecutive fiscal quarters
of the Borrower and its Subsidiaries, taken together as one accounting period.


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


“Fronting Structure
Amendment” means an amendment to this Agreement, to be entered
into after the Closing Date by and among the Borrower, the Guarantors and the
Administrative Agent, but without any further action by the Lenders as provided
in subpart (vii) of the second proviso to Section 11.01, for the purpose
of enabling Bank of America to serve as a fronting bank for Revolving Loans
made in Alternative Currencies with respect to each Revolving Lender that has
provided notice to the Administrative Agent that it is unable to fund Revolving
Loans in one or more Alternative Currencies.


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


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other principles
as may be approved by a significant segment of the accounting profession in the
United States, that are applicable to the circumstances as of the date of
determination, consistently applied.


“Governmental
Authority” means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European
Central Bank).


“Granting
Lender” has the meaning specified in Section 11.06(h).


“Guarantee”
means, as to any Person, any (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or
other obligation of the



 21
 









payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Indebtedness or other obligation of any
other Person, whether or not such Indebtedness or other obligation is assumed
by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). 
The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.


“Guarantors”
means each Subsidiary of the Borrower and each other Person that has executed
and delivered the Guaranty or a Guaranty Joinder Agreement.


“Guaranty”
means that certain Amended and Restated Guaranty Agreement dated as of the date
hereof among certain Subsidiaries of the Borrower party thereto and the
Administrative Agent (on behalf of the Lenders) substantially in the form of Exhibit
F, as supplemented from time to time by the execution and delivery of
Guaranty Joinder Agreements pursuant to Section 7.12, as from time to
time the same may be otherwise supplemented or amended, modified, amended and
restated or replaced.


“Guaranty Joinder Agreement” means each Guaranty Joinder Agreement,
substantially in the form thereof attached to the Guaranty, executed and
delivered by a Guarantor to the Administrative Agent pursuant to Section
7.12, as amended, modified, supplemented or amended and restated.


“Hazardous
Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


“Honor
Date” has the meaning set forth in Section 2.04(c).


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


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


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



 22
 









(c)                                  net
obligations of such Person under any Swap Contract;


(d)                                 all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);


(e)                                  indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;


(f)                                    capital
leases and Synthetic Lease Obligations of such Person and all Receivables
Facility Outstandings; and


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


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


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


“Indemnitees”
has the meaning specified in Section 11.04.


“Information”
has the meaning specified in Section 11.07.


“Interest
Payment Date” means, (a) as to any Eurocurrency Rate Loan, the
last day of the relevant Interest Period, any date that such Loan is prepaid or
converted, in whole or in part, and the Revolving Credit Maturity Date, the
Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable; provided,
however, that if any Interest Period for a Eurocurrency Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan (including a Swing Line Loan), (i) the fifteenth
(or the next Business Day after the fifteenth, if the fifteenth is not a
Business Day) of each January, April, July and October with respect to interest
accrued through the last day of each fiscal quarter of the Borrower ending
immediately prior to such date, and (ii) the Revolving Credit Maturity Date,
the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable,
with respect to interest accrued through such date; provided, further,
that interest accruing at the Default Rate shall be payable from time to time
upon demand of the Administrative Agent.


“Interest
Period” means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending, in each case, on the date
one, two, three or six or, if consented to by each applicable Lender, nine or
twelve  months thereafter, as selected
by the



 23
 









Borrower in its Revolving Loan Notice or Term Loan
Interest Rate Selection Notice (or, in the case of any Eurocurrency Rate Loan
made on the Closing Date, such other interest period less than six months that
may be approved by the Administrative Agent); provided that:


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


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


(iii)                               no
Interest Period shall extend beyond (a) with respect to Revolving Loans, the
Revolving Credit Maturity Date, (b) with respect to the Term Loan A, the date
set forth in part (a) of the definition of the Term Loan A Maturity Date, and
(c) with respect to the Term Loan B, the date set forth in part (a) of the
definition of the Term Loan B Maturity Date.


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, (c) the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that
constitute a business unit, or (d) the purchase of land and related
infrastructure improvements.  For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, less all returns of principal or
equity thereon (and without adjustment by reason of the financial condition of
such other Person) and shall, if made by the transfer or exchange of property
other than cash, be deemed to have been made in an original principal or
capital amount equal to the fair market value of such property at the time of such
transfer or exchange.


“IP
Rights” has the meaning set forth in Section 6.17.


“IRS”
means the United States Internal Revenue Service.


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


“Issuer
Documents” means with respect to any Letter of Credit or
Acceptance Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or
any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of
Credit or Acceptance Credit.



 24
 









“Joinder
Agreements” means, collectively, Guaranty Joinder Agreements,
the Pledge Joinder Agreements and the Security Joinder Agreements.


“JPMorgan”
means JPMorgan Chase Bank, N.A.


“JPMorgan
Fee Letter” means the letter agreement, dated as of May 4, 2007,
among the Borrower, JPMorgan and JPMS.


“JPMS” means
J.P. Morgan Securities Inc.


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


“L/C
– BA Advance” means, with respect to each Revolving Lender, such
Revolving Lender’s funding of its participation in any L/C – BA Borrowing in
accordance with its Pro Rata Revolving Share. 
All L/C - BA Advances shall be denominated in Dollars.


“L/C
– BA Borrowing” means an extension of credit resulting from (a)
a drawing under any Letter of Credit (other than an Acceptance Credit) or (b) a
payment of a Bankers’ Acceptance upon presentation, in each case which has not
been reimbursed on the date when made or refinanced as a Revolving
Borrowing.  All L/C – BA Borrowings shall
be denominated in Dollars.


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


“L/C
– BA Obligations” means, as at any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit, plus the
sum of the maximum aggregate amount which is, or at any time thereafter may
become, payable by the L/C Issuers under all then outstanding Bankers’
Acceptances, plus the aggregate of all Unreimbursed Amounts, including all L/C –
BA Borrowings.  For purposes of computing
the amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.10.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


“L/C
Issuer” means each of Bank of America and JPMorgan, each in its
capacity as an issuer of Letters of Credit and Bankers’ Acceptances hereunder,
or any successor issuer of Letters of Credit and Bankers’ Acceptances
hereunder.  At any time there is more
than one L/C Issuer, all singular references to the L/C Issuer shall mean any
L/C Issuer, either L/C Issuer, each



 25
 









L/C Issuer, the L/C Issuer that has issued the
applicable Letter of Credit, or both L/C Issuers, as the context may require.


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


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


“Letter
of Credit” means any letter of credit issued hereunder, and
shall include the Existing Letters of Credit. 
A Letter of Credit may be a commercial letter of credit (including an
Acceptance Credit) or a standby letter of credit.  Letters of Credit may be issued in Dollars or
in an Alternative Currency.


“Letter
of Credit Application” means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time
in use by the L/C Issuer and, in the case of any Acceptance Credit, shall
include the related Acceptance Documents.


“Letter
of Credit – BA Expiration Date” means the day that is seven days
prior to the Revolving Credit Maturity Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).


“Letter
of Credit – BA Fees” means, collectively or individually as the
context may indicate, the fees with respect to Letters of Credit and Bankers’
Acceptances described in Section 2.04(i).


“Letter
of Credit – BA Sublimit” means an amount equal to the lesser of
(a) $50,000,000 and (b) the Aggregate Revolving Credit Commitments.  The Letter of Credit – BA Sublimit is part
of, and not in addition to, the Aggregate Revolving Credit Commitments.


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


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


“Loan
Documents” means this Agreement, each Note, the Guaranty
(including each Guaranty Joinder Agreement), each Security Instrument, each
Revolving Loan Notice, each Term Loan Interest Rate Selection Notice, each
Issuer Document and each Compliance Certificate, and all other instruments and
documents heretofore or hereafter executed or delivered to or in favor of any
Lender or the Administrative Agent in connection with the Loans made and
transactions contemplated by this Agreement.



 26
 









“Loan
Parties” means, collectively, the Borrower, each Guarantor and
each other Person providing Collateral pursuant to any Security Instrument.


“Mandatory Cost”
means, with respect to any period, the percentage rate per annum determined in
accordance with Schedule 1.01.


“Material
Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, properties,
liabilities (actual or contingent), condition (financial or otherwise) or
prospects of the Borrower and its Restricted Subsidiaries taken as a whole; (b)
a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.


“Material
Subsidiary” means, as of any date of determination thereof, each
direct or indirect Restricted Subsidiary of the Borrower that (a) holds, owns
or contributes, as the case may be, 3% or more of the gross revenues, assets
(including Equity Interests in other Subsidiaries) or Consolidated EBITDA of
the Borrower and the Restricted Subsidiaries, on a consolidated basis
(calculated as of the most recent fiscal period with respect to which the Administrative
Agent shall have received financial statements required to be delivered
pursuant to Sections 7.01(a) or (b) or if prior to delivery of
any financial statements pursuant to such Sections, then calculated with
respect to the financial statements dated as of March 31, 2007), (b) is
designated by the Borrower as a Material Subsidiary, or (c) Guarantees the
Subordinated Notes or any Permitted Subordinated Debt.  The Borrower shall designate one or more
Restricted Subsidiaries of the Borrower as Material Subsidiaries if, in the
absence of such designation, the aggregate gross revenues, assets (including
Equity Interests in other Subsidiaries) or contribution to Consolidated EBITDA
of all Restricted Subsidiaries of the Borrower that are not Material Subsidiaries
would exceed 3% of the gross revenues, assets or Consolidated EBITDA
(calculated as of the most recent fiscal period with respect to which the
Administrative Agent shall have received financial statements required to be
delivered pursuant to Sections 7.01(a) or (b) or if prior to
delivery of any financial statements pursuant to such Sections, then calculated
with respect to the financial statements dated as of March 31, 2007).


“Maximum Annual Payment
Amount” means (a) from the Closing Date to the first anniversary
thereof, $50,000,000, and (b) in each subsequent year, $25,000,000 plus
the amount available but not utilized (whether pursuant to Section 8.02(o),
8.06(e) or 8.11(a)(iv)) in preceding years; provided that
the Maximum Annual Payment Amount in any single year shall not exceed
$75,000,000.


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


“Mortgage”
means, individually or collectively as the context may indicate, those
mortgages, deeds of trust, deeds to secure debt and comparable real estate Lien
documents delivered prior to, on or after the Closing Date to the
Administrative Agent with respect to any Mortgaged Fee Property, substantially
in the form attached hereto as Exhibit I.



 27
 









“Mortgaged
Fee Property” means, collectively, the fee interests of the
Borrower or any Guarantor, as applicable, in such real property, improvements,
fixtures and other items of real and personal property related thereto (and the
products and proceeds thereof) as may be granted to the Administrative Agent
prior to or on the Closing Date, or from time to time thereafter, in accordance
with the terms of this Agreement pursuant to a Mortgage.


“Mortgaged
Property Support Documents” shall mean, for each Mortgaged Fee
Property, (a) the Title Policy pertaining thereto, (b) such surveys and flood
hazard certifications thereof as the Administrative Agent may require prepared
by recognized experts in their respective fields selected by the Borrower and
reasonably satisfactory to the Administrative Agent provided that if the
Title Policy for any Mortgaged Fee Property does not contain a blanket survey
exception and contains survey coverage and survey related endorsements which
are reasonably acceptable to the Administrative Agent, then no survey shall be
required for such Mortgaged Fee Property, (c) as to the Mortgaged Properties
located in a flood hazard area, such flood hazard insurance as the
Administrative Agent may require, (d) such lessee’s affidavits as the
Administrative Agent may reasonably require with respect to any such property
leased to a third party, (e) such opinions of local counsel with respect to the
Mortgages, as applicable, as the Administrative Agent may reasonably require,
and (f) such other documentation as the Administrative Agent may reasonably
require, in each case as shall be in form and substance reasonably acceptable
to the Administrative Agent.


“Mueller Group”
means Mueller Group, LLC, a Delaware limited liability company


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


“Net
Cash Proceeds” means, with respect to the sale of any asset by
the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum
of cash and cash equivalents received in connection with such sale (including
any cash received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received) over (ii)
the sum of (A) the principal amount of any Indebtedness that is secured by such
asset and that is required to be repaid in connection with the sale thereof
(other than Indebtedness under the Loan Documents and Indebtedness owing to the
Borrower or any Restricted Subsidiary), (B) the out-of-pocket expenses incurred
by the Borrower or any Restricted Subsidiary in connection with such sale,
including any brokerage commissions, underwriting fees and discount, legal
fees, finder’s fees and other similar fees and commissions, (C) taxes paid or
reasonably estimated to be payable by the Borrower or any Restricted Subsidiary
in connection with the relevant asset sale, (D) the amount of any reasonable
reserve required to be established in accordance with GAAP against liabilities
(other than taxes deducted pursuant to (C) above) to the extent such reserves
are (I) associated with the assets that are the object of such sale and (II)
retained by the Borrower or any Restricted Subsidiary, and (E) the amount of
any reasonable reserve for purchase price adjustments and retained fixed
liabilities reasonably expected to be payable by the Borrower or any Restricted
Subsidiary in connection therewith to the extent such reserves are (I)
associated with the assets that are the object of such sale and (II) retained
by the Borrower or any Restricted Subsidiary; provided that the amount
of any subsequent reduction of any reserve



 28
 









provided for in clause (D) or (E) above (other than in
connection with a payment in respect of such liability) shall (X) be deemed to
be Net Cash Proceeds of such asset sale occurring on the date of such
reduction, and (Y) immediately be applied to the prepayment of Loans in
accordance with Section 2.06(d);


“Notes”
means, collectively, the Revolving Loan Notes and the Term Loan Notes.


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan, Letter of Credit or Bankers’ Acceptance, or arising under
any Related Credit Arrangement, in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding.


“Offers to Purchase”
means the Offers to Purchase and Solicitations of Consents made on May 1, 2007
to the holders of the Existing Borrower Notes and the Existing Subordinated
Notes with respect to all such notes.


“Organization
Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


“Other
Taxes” means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


“Outstanding
Amount” means (a) with respect to either Term Loan on any date,
the aggregate outstanding principal amount thereof after giving effect to the
Borrowing of the Term Loans on the Closing Date, and any prepayments or
repayments of either Term Loan (or any Segment) occurring on such date, (b)
with respect to Revolving Loans on any date, the Dollar Equivalent amount of
the aggregate outstanding principal amount thereof after giving effect to any
Revolving Borrowings and any prepayments or repayments of Revolving Loans
occurring on such date; (c) with respect to Swing Line Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Swing Line Loans occurring on such
date; and (d) with respect to any L/C – BA Obligations on any date, the Dollar
Equivalent amount of the aggregate outstanding amount of such L/C – BA
Obligations on such date after giving effect to any L/C – BA Credit Extension
occurring on such



 29
 









date and any other changes in the aggregate amount of
the L/C – BA Obligations as of such date, including as a result of any
reimbursements of amounts paid under Bankers’ Acceptances or outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case
may be, in accordance with banking industry rules on interbank compensation,
and (b) with respect to any amount denominated in an Alternative Currency, the
rate of interest per annum at which overnight deposits in the applicable
Alternative Currency, in an amount approximately equal to the amount with
respect to which such rate is being determined, would be offered for such day
by a branch or Affiliate of Bank of America in the applicable offshore interbank
market for such currency to major banks in such interbank market.


“Participant”
has the meaning specified in Section 11.06(d).


“PBGC”
means the Pension Benefit Guaranty Corporation.


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


“Permitted
Receivables Transaction” means one or more trade receivables
financing transactions pursuant to which the Borrower and any of its Restricted
Subsidiaries sells Accounts and assets related thereto that are customarily
transferred with such Accounts in receivables financing transactions, or
interests therein, directly or indirectly through another Restricted Subsidiary
of the Borrower to a Receivables Co., and such Receivables Co. sells such
Accounts and related assets, or interests therein, or grants Liens in such
Accounts and related assets, or interests therein, to buyers thereof or
providers of financing based thereon, so long as (i) the aggregate principal
amount outstanding (without duplication) at any time of all such financings
does not exceed $200,000,000, (ii) such financings are subject to customary
terms and conditions or other terms and conditions reasonably acceptable to the
Administrative Agent and (iii) each such financing is subject to a backstop
facility provided by a credit support provider reasonably acceptable to the
Administrative Agent, which backstop facility has a term of not less than
3  years from the date such backstop
facility is entered into, or otherwise has credit support acceptable to the
Administrative Agent.


“Permitted
Subordinated Debt” means, individually or collectively as the
context may indicate, (a) the Subordinated Notes and (b) any other unsecured
subordinated notes issued by the Borrower having terms consistent with the
following: (i) subordination in right of payment to the Obligations pursuant to
terms and conditions substantially similar to those set forth in the
Subordinated Notes Indenture or other terms and conditions acceptable to the
Administrative



 30
 









Agent, (ii) no scheduled payments of principal for at
least one year following the Term Loan B Maturity Date, (iii) commercially
reasonable interest rates, (iv) the absence of financial maintenance covenants,
and (v) the absence of covenants or any other terms or conditions that, taken
as a whole, are more restrictive than the covenants, terms and restrictions
contained in this Agreement and the other applicable Loan Documents; provided,
in each case that such Indebtedness is either exchanged for, or 100% of the
proceeds of such Indebtedness is used to repay, redeem or repurchase, in whole
or in part, the Subordinated Notes or other Permitted Subordinated Debt and to
pay related premiums, interest, fees, costs and expenses.


“Permitted
Subordinated Debt Documents” means all loan agreements,
indentures, note purchase agreements, promissory notes, guarantees, and other
instruments and agreements evidencing or executed in connection with Permitted
Subordinated Debt, in each case as amended, supplemented, amended and restated
or otherwise modified in accordance with Section 8.11.


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


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


“Platform”
has the meaning specified in Section 7.02.


“Pledge
Agreement” means that certain Amended and Restated Securities
Pledge Agreement dated as of the date hereof among the Borrower and one or more
of the Guarantors to the Administrative Agent for the benefit of the Secured
Parties, substantially in the form of Exhibit H, as supplemented from
time to time by the execution and delivery of Pledge Joinder Agreements
pursuant to Sections 3.01 and 7.12, as the same may be otherwise
supplemented (including by Pledge Agreement Supplement).


“Pledge
Agreement Supplement” means the Pledge Agreement Supplement in
the form affixed as an exhibit to the Pledge Agreement.


“Pledged
Interests” means (a) the Subsidiary Securities of each of the
existing or hereafter organized or acquired Domestic Subsidiaries of the
Borrower  that at any time are on Schedule
I to the Pledge Agreement (or any similar schedule serving the same purpose
in the Pledge Agreement); (b) all of the Subsidiary Securities of each of the
existing or hereafter organized or acquired Domestic Subsidiaries of the
Borrower  that is a Material
Subsidiary; and (c) 65% of the Voting Securities (or if the relevant Person
shall own less than 65% of such Voting Securities, then 100% of the Voting
Securities owned by such Person) and 100% of the nonvoting Subsidiary
Securities of each of the existing or hereafter organized or acquired Direct
Foreign Subsidiaries of the Borrower   that is a Material Subsidiary; provided
that the Pledged Interests shall in each case exclude the Voting Securities and
Subsidiary Securities of any Unrestricted Subsidiary.



 31
 









“Pledge
Joinder Agreement” means each Pledge Joinder Agreement,
substantially in the form thereof attached to the Pledge Agreement, executed
and delivered by a Guarantor to the Administrative Agent pursuant to Section
7.12.


“Post-Closing Agreement”
means that certain Post-Closing Agreement by and between the Borrower and the
Administrative Agent dated as of the Closing Date with respect to the
satisfaction after the Closing Date of certain real property collateral
matters, including Mortgages and Mortgaged Property Support Documents.


“Pro
Rata Revolving Share” means, with respect to each Revolving
Lender at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Revolving
Credit Commitment of such Revolving Lender at such time and the denominator of
which is the amount of the Aggregate Revolving Credit Commitments at such time;
provided that if the Aggregate Revolving Credit Commitments have been
terminated at such time, then the Pro Rata Revolving Share of each Revolving
Lender shall be the Pro Rata Revolving Share of such Revolving Lender
immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to Section 11.06.  The initial Pro Rata Revolving Share of each
Revolving Lender is set forth opposite the name of such Revolving Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Revolving
Lender becomes a party hereto, as applicable.


“Pro
Rata Term A Share” means, with respect to each Term Loan A
Lender, the percentage (carried out to the ninth decimal place) of the
principal amount of the Term Loan A funded by such Term Loan A Lender.  The initial Pro Rata Term A Share of each
Term Loan A Lender is set forth opposite the name of such Term Loan A Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Term Loan A Lender becomes a party hereto, as applicable.


“Pro
Rata Term B Share” means, with respect to each Term Loan B
Lender, the percentage (carried out to the ninth decimal place) of the
principal amount of the Term Loan B funded by such Term Loan B Lender.  The initial Pro Rata Term B Share of each
Term Loan B Lender is set forth opposite the name of such Term Loan B Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Term Loan B Lender becomes a party hereto, as applicable.


“Receivables Co.”  means any Restricted Subsidiary of the
Borrower whose sole business consists of purchasing Accounts and related
assets, or interests therein, pursuant to a Permitted Receivables Transaction,
from the Borrower and its Restricted Subsidiaries, selling and granting Liens
on such Accounts and related assets, or interests therein, obtaining credit on
the basis of sales of or Liens on such Accounts and related assets, or
interests therein, and such other activities as are incidental to the
foregoing.


“Receivables
Facility Outstandings” means obligations of the
Borrower and its Restricted Subsidiaries, with respect to any Permitted
Receivables Transaction, and, for purposes of this Agreement and each other
Loan Document, the amount of such obligations in respect of any Permitted
Receivables Transaction shall be (a) if such Permitted Receivables Transaction is
or should be an “on-balance-sheet” transaction in accordance with GAAP, the
aggregate



 32
 









principal amount of debt required to be reflected on
the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
in respect thereof in accordance with GAAP and (b) if such Permitted
Receivables Transaction is or should be an “off-balance-sheet” transaction in
accordance with GAAP, the aggregate principal amount of debt that would be
required to be reflected on the consolidated balance sheet of the Borrower and
the Restricted Subsidiaries in respect thereof in accordance with GAAP if such
Permitted Receivables Transaction were an “on-balance-sheet” transaction in
accordance with GAAP.


“Register”
has the meaning specified in Section 11.06(c).


“Registered
Public Accounting Firm” has the meaning specified in the
Securities Laws and shall be independent of the Borrower as prescribed in the
Securities Laws.


“Related
Credit Arrangements” means, collectively, Related Swap Contracts
and Related Treasury Management Arrangements.


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


“Related
Swap Contract” means all Swap Contracts that are entered into or
maintained by any Loan Party with a Lender or Affiliate of a Lender that are
not prohibited by the express terms of the Loan Documents.


“Related
Treasury Management Arrangements” means all arrangements for the
delivery of treasury management services to or for the benefit of any Loan
Party which are entered into or maintained with a Lender or Affiliate of a
Lender and which are not prohibited by the express terms of the Loan Documents.


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


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


“Required
Lenders” means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuers to make L/C - BA Credit
Extensions have been terminated pursuant to Section 9.02, Lenders
holding in the aggregate more than 50% of the Total Outstandings (with the
aggregate amount of each Lender’s risk participation and funded participation
in L/C – BA Obligations and Swing Line Loans being deemed “held” by such Lender
for purposes of this definition); provided that any Revolving Credit
Commitment of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.



 33
 









“Required
Revolving Lenders” means, as of any date of determination,
Revolving Lenders having more than 50% of the Aggregate Revolving Credit
Commitments and Outstanding Amount (including risk participations in Letters of
Credit and Swing Line Loans) under the Revolving Credit Facility; provided
that the Revolving Credit Commitment of, and the portion of the Outstanding
Amount (including risk participations in Letters of Credit and Swing Line
Loans) under the Revolving Credit Facility held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Revolving Lenders.


“Required
Term Loan A Lenders” means, as of any date of determination,
Term Loan A Lenders having more than 50% of the Outstanding Amount of the Term
Loan A; provided that the Outstanding Amount of the Term Loan A held or
deemed held by any Defaulting Lender shall be excluded for purposes of making a
determination of Required Term Loan A Lenders.


“Required
Term Loan B Lenders” means, as of any date of determination,
Term Loan B Lenders having more than 50% of the Outstanding Amount of the Term
Loan B; provided that the Outstanding Amount of the Term Loan B held or
deemed held by any Defaulting Lender shall be excluded for purposes of making a
determination of Required Term Loan B Lenders.


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


“Restricted
Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other Equity
Interest of the Borrower or any Restricted Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to the Borrower’s stockholders, partners
or members (or the equivalent Person thereof). 
For avoidance of doubt, payments pursuant to any shared services agreement
described in Section 8.08 shall not be deemed to be Restricted Payments.


“Restricted
Subsidiaries” means all Subsidiaries of the Borrower other than
the Unrestricted Subsidiaries.


“Revaluation Date”
means (a) with respect to any Loan, each of the following:  (i) each date of a Borrowing of a
Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date
of a continuation of a Eurocurrency Rate Loan denominated in an Alternative
Currency pursuant to Section 2.03, and (iii) such additional dates as
the Administrative Agent shall determine or the Required Lenders shall require;
and (b) with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of
Credit denominated in an Alternative Currency, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof
(solely with respect to the increased amount), (iii) each date of any payment
by the L/C Issuer under any Letter of Credit denominated in an Alternative



 34
 









Currency, and (iv) such additional dates as the
Administrative Agent or the L/C Issuer shall determine or the Required Lenders
shall require.


“Revolving
Borrowing” means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurocurrency Rate Loans,
having the same Interest Period, made by each of the Revolving Lenders pursuant
to Section 2.02.


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


“Revolving
Credit Facility” means the facility described in Sections
2.02, 2.04 and 2.05 providing for Revolving Loans, Swing Line
Loans, Letters of Credit and BAs to or for the benefit of  the Borrower by the Revolving Lenders, Swing
Line Lender and L/C Issuer, as the case may be, in the maximum aggregate
principal amount at any time outstanding of $300,000,000,  as adjusted from time to time pursuant to
the terms of this Agreement.


“Revolving
Credit Maturity Date” means the earliest of (a) May 24, 2012,  or (b) such earlier date upon which
the Outstanding Amounts under the Revolving Credit Facility, including all
accrued and unpaid interest, are required to be paid in full, and all Revolving
Credit Commitments terminated, in accordance with the terms hereof.


“Revolving
Lender” means each Lender that has a Revolving Credit Commitment
or, following termination of the Revolving Credit Commitments, has Revolving
Loans outstanding or participations in an outstanding Letter of Credit, Banker’s
Acceptance or Swing Line Loan.


“Revolving
Loan” means a Base Rate Loan or a Eurocurrency Rate Loan made to
the Borrower by a Revolving Lender in accordance with its Pro Rata Revolving
Share pursuant to Section 2.02, except as otherwise provided
herein.  Revolving Loans may be
denominated in Dollars or, subject to the Alternative Currency Sublimit and
after the effectiveness of the Fronting Structure Amendment, in an Alternative
Currency.


“Revolving
Loan Note” means a promissory note made by the Borrower in favor
of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender,
substantially in the form of Exhibit C-2.


“Revolving
Loan Notice” means a notice of (a) a Revolving Borrowing, (b) a
conversion of Revolving Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.03(a), which, if in
writing, shall be substantially in the form of Exhibit A-1.


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



 35
 









“Same Day Funds”
means (a) with respect to disbursements and payments in Dollars, immediately
available funds, and (b) with respect to disbursements and payments in an
Alternative Currency, same day or other funds as may be determined by the
Administrative Agent or the L/C Issuer, as the case may be, to be customary in
the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


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


“Secured
Parties” means, collectively, with respect to each of the
Security Instruments, the Administrative Agent, the Lenders and such other
Persons for whose benefit the Lien thereunder is conferred, as therein
provided.


“Securities
Laws” means the Securities Act of 1933, the Exchange Act,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board, as each of the foregoing may be
amended and in effect on any applicable date hereunder.


“Security
Agreement” means the Amended and Restated Security Agreement
dated as of the date hereof by the Borrower and one or more of the Guarantors
to the Administrative Agent for the benefit of the Secured Parties,
substantially in the form of Exhibit G, as supplemented from time to
time by the execution and delivery of Security Joinder Agreements pursuant to Section
7.12.


“Security
Instruments” means, collectively or individually as the context
may indicate, the Security Agreement (including the Security Joinder
Agreements), the Pledge Agreement (including the Pledge Joinder Agreements and
the Pledge Agreement Supplements), each Mortgage, each Title Policy and each
other Mortgaged Property Support Document and all other agreements (including
control agreements), instruments and other documents, whether now existing or
hereafter in effect, pursuant to which the Borrower or any Restricted
Subsidiary or other Person shall grant or convey to the Administrative Agent or
the Lenders a Lien in, or any other Person shall acknowledge any such Lien in,
property as security for all or any portion of the Obligations or any other
obligation under any Loan Document, as any of them may be reinstated from time
to time in accordance with the terms hereof and thereof.


“Security
Joinder Agreement” means each Security Joinder Agreement,
substantially in the form thereof attached to the Security Agreement, executed
and delivered by a Guarantor or any other Person to the Administrative Agent
pursuant to Section 7.12.


“Segment”
means a portion of either Term Loan (or all thereof) with respect to which a
particular interest rate is (or is proposed to be) applicable.


“Senior
Credit Facility” means, collectively, the Term Loan Facilities
and the Revolving Credit Facility.



 36
 









“Solvent”
means, when used with respect to any Person, that at the time of determination:


(a)                                  the
fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities,
including contingent obligations; and


(b)                                 it
is then able and expects to be able to pay its debts as they mature; and


(c)                                   it
has capital sufficient to carry on its business as conducted and as proposed to
be conducted.


“SPC”
has the meaning specified in Section 11.06(h).


“Special Notice Currency”
means at any time an Alternative Currency, other than the currency of a country
that is a member of the Organization for Economic Cooperation and Development
at such time located in North America or Europe.


 “Spot Rate” for a currency means the
rate determined by the Administrative Agent or the L/C Issuer, as applicable, to
be the rate quoted by the Person acting in such capacity as the spot rate for
the purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the
date two Business Days prior to the date as of which the foreign exchange
computation is made; provided  that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided  further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.


“Sterling”
and “£” mean the lawful currency of the
United Kingdom.


“Subordinated
Notes” means the 7 3/8%
senior subordinated notes due 2017 issued by the Borrower pursuant to the Subordinated
Notes Indenture in an aggregate principal amount of $425,000,000 on or prior to
the Closing Date, as in effect on the Closing Date and, thereafter, as amended,
supplemented, amended and restated or otherwise modified in accordance with Section
8.11, and any registered exchange notes issued in exchange therefor.


“Subordinated
Notes Indenture” means the Indenture, dated as of May 24, 2007,
among the Borrower, the guarantors signatory thereto, and The Bank of New York,
as trustee, as in effect on the Closing Date and, thereafter, as amended,
supplemented, amended and restated or otherwise modified in accordance with Section
8.11.


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity (but not a representative office of such
Person) of which a majority of the shares of securities or other interests
having ordinary voting power for the election of directors or other governing
body (other than securities or interests having such power only by reason of
the happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through
one or more



 37
 









intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrower and shall include, without limitation, the
Unrestricted Subsidiaries.


“Subsidiary
Securities” means the Equity Interests issued by or in any
Subsidiary, whether or not constituting a “security” under Article 8 of the
Uniform Commercial Code as in effect in any jurisdiction.


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


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


“Swing
Line” means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant
to Section 2.05.


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


“Swing
Line Loan” has the meaning specified in Section 2.05(a).


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing
pursuant to Section 2.05(b), which, if in writing, shall be
substantially in the form of Exhibit B.



 38
 









“Swing
Line Sublimit” means an amount equal to the lesser of (a)
$25,000,000 and (b) the Aggregate Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not
in addition to, the Aggregate Revolving Credit Commitments.


“Syndication
Agent” means JPMorgan in its capacity as syndication agent under
any of the Loan Documents, or any successor syndication agent.


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


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system ceases to
be operative, such other payment system (if any) determined by the
Administrative Agent to be a suitable replacement) is open for the settlement
of payments in Euro.


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


“Term
Lenders” means, individually or collectively, the Term Loan A
Lenders and the Term Loan B Lenders.


“Term
Loan A” means the loans made pursuant to the Term Loan A
Facility in accordance with Section 2.01.  The loans made pursuant to the Term Loan A
Facility may only be denominated in Dollars.


“Term
Loan A Facility” means the facility described in Section
2.01(a) providing for an advance of the Term Loan A to the Borrower by the
Term Loan A Lenders in the original principal amount of $150,000,000, as
adjusted from time to time pursuant to the terms of this Agreement.


“Term
Loan A Lender” means each Lender that has a portion of the Term
Loan A outstanding under the Term Loan A Facility.


“Term Loan A Maturity Date”
means the earliest of (a) May 24, 2012,  or
(b) such earlier date upon which the Outstanding Amounts under the Term
Loan Facility, including all accrued and unpaid interest, are required to be
paid in full in accordance with the terms hereof.


“Term
Loan A Note” means a promissory note made by the Borrower in
favor of a Term Loan A Lender evidencing the portion of the Term Loan A made by
such Term Loan A Lender, substantially in the form of Exhibit C-1.


“Term
Loan B” means the loans made pursuant to the Term Loan B
Facility in accordance with Section 2.01.  The loans made pursuant to the Term Loan B
Facility may only be denominated in Dollars.



 39
 









“Term
Loan B Facility” means the facility described in Section
2.01(b) providing for an advance of the Term Loan B to the Borrower by the
Term Loan B Lenders in the original principal amount of $565,000,000, as
adjusted from time to time pursuant to the terms of this Agreement.


“Term
Loan B Lender” means each Lender that has a portion of the Term
Loan B outstanding under the Term Loan B Facility.


“Term Loan B Maturity Date”
means the earliest of (a) May 24, 2014,  or
(b) such earlier date upon which the Outstanding Amounts under the Term
Loan Facility, including all accrued and unpaid interest, are required to be
paid in full in accordance with the terms hereof.


“Term
Loan B Note” means a promissory note made by the Borrower in
favor of a Term Loan B Lender evidencing the portion of the Term Loan B made by
such Term Loan B Lender, substantially in the form of Exhibit C-3.


“Term
Loan Facilities” means, individually or collectively, the Term
Loan A Facility and the Term Loan B Facility.


“Term
Loan Interest Rate Selection Notice” means the written notice
delivered by a Responsible Officer of the Borrower in connection with the
election of a subsequent Interest Period for any Eurocurrency Rate Segment or
the conversion of any Eurocurrency Rate Segment into a Base Rate Segment or the
conversion of any Base Rate Segment into a Eurocurrency Rate Segment, which, if
in writing, shall be substantially in the form of Exhibit A-2.


“Term
Loan Notes” means, individually or collectively, the Term Loan A
Notes and the Term Loan B Notes.


“Term
Loans” means the Term Loan A and the Term Loan B.


“Title
Policy” means an ALTA mortgagee title policy insuring the first
lien priority of a Mortgage reflecting only such Liens as are permitted under Section
8.01(a), (c), (d), (g) or (j) or which are
otherwise acceptable to the Administrative Agent, together with all
endorsements reasonably requested by the Administrative Agent.


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


“Total
Revolving Outstandings” means the aggregate Outstanding Amount
of all Revolving Loans, Swing Line Loans and L/C - BA Obligations.


“Transactions”
means, individually or collectively as the context may indicate, (a) the
Existing Subordinated Notes Tender, (b) the Existing Borrower Notes Tender, (c)
the issuance of the Subordinated Notes, and (d) the entering by the Borrower of
this Agreement and the funding of the Term Loan Facilities and Revolving Credit
Facility, and the related amendment and restatement of the Existing Agreement.



 40















“Type”
means with respect to (a) a Revolving Loan, its character as a Base Rate Loan
or a Eurocurrency Rate Loan, and (b) a Segment, its character as a Base Rate
Segment or a Eurocurrency Rate Segment.


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided that if, with respect to any financing statement
or by reason of any mandatory provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests granted to the Administrative
Agent pursuant to any applicable Loan Document is governed by the Uniform
Commercial Code as in effect in a jurisdiction of the United States other than
New York, the term “UCC”
shall also include the Uniform Commercial Code as in effect from time to time
in such other jurisdiction for purposes of the provisions of this Agreement,
each Loan Document and any financing statement relating to such perfection or
effect of perfection or non-perfection.


“Unfunded
Pension Liability” means (a) the excess of a Pension Plan’s
(other than a Foreign Pension Plan’s) benefit liabilities under Section
4001(a)(16) of ERISA, over the current value of that Pension Plan’s (other than
a Foreign Pension Plan’s) assets, determined in accordance with the assumptions
used for funding the Pension Plan (other than a Foreign Pension Plan) pursuant
to section 412 of the Code for the applicable plan year, and (b) with respect
to each Foreign Pension Plan required to be funded under Foreign Benefit Law,
the amount (if any) by which the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Pension Plan exceeds the
current value of the assets of such Foreign Pension Plan’s assets allocable to
such benefits, all as determined in accordance with the applicable Foreign
Benefit Law for the applicable plan year.


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


“Unreimbursed
Amount” has the meaning specified in Section 2.04(c)(i).


“Unrestricted
Subsidiaries” means (i) each Subsidiary of the Borrower listed
on Schedule 1.02(a) and (ii) any Subsidiary of the Borrower designated
by the board of directors of the Borrower as an Unrestricted Subsidiary
pursuant to Section 7.15 subsequent to the Closing Date.


“Voting
Securities” means shares of capital stock issued by a
corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.


“Yen” and “¥” mean the lawful currency of
Japan.


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


(a)                                  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”



 41
 









shall be construed to have the same meaning and effect
as the word “shall.”  Unless the
context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth
herein or in any other Loan Document), including any such amendments,
supplements or modifications in connection with this Agreement of documents
entered into in connection with the Existing Agreement, (ii) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (iii) the words “herein,” “hereof” and “hereunder,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending, replacing or interpreting such
law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


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


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


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


(b)                                 Changes
in GAAP.  If at any time any change
in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the
approval of the Required Lenders); provided  that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



 42
 









(c)                                  All
defined terms used in the calculation of the financial covenants set forth in Section
8.12 hereof shall be calculated on an historical pro forma basis giving
effect (by inclusion or exclusion, as applicable), during any period of
measurement that includes any Acquisition permitted by Section 8.13  or any Disposition permitted by  Section 8.05(e), to the actual
historical results of the Person so acquired or disposed and which amounts
shall include only adjustments as are permitted under Regulation S-X of the SEC
or are otherwise reasonably satisfactory to the Administrative Agent.


(d)                                 Any
pro forma calculation of either financial covenant set forth in Section 8.12
made herein shall be made (i) as if all Indebtedness incurred or repaid at the
time of such measurement had been incurred or repaid, as applicable, on the
first day of the Four-Quarter Period most recently ended for which the Borrower
has delivered financial statements pursuant to Section 7.01(a) or 7.01(b)
(or, if prior to the first such date after the Closing Date, the Four-Quarter
Period ended March 31, 2007) and (ii) pro forma for any other element of the
relevant transaction that would affect the calculation of either such financial
covenant.


(e)                                  For
the avoidance of doubt, the term “the Borrower and its Restricted Subsidiaries”
as used in the defined terms used in the calculation of the financial covenants
set forth in Section 8.12 hereof shall not include any consolidation of
the assets, liabilities or results of operations of the Unrestricted Subsidiaries
in the assets, liabilities or results of the Borrower or any Restricted
Subsidiary.


(f)                                    Consolidation of Variable Interest Entities. 
Except as expressly provided otherwise herein, all references herein to
consolidated financial statements of the Borrower and its Subsidiaries or to
the determination of any amount for the Borrower and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB Interpretation No. 46 – Consolidation of
Variable Interest Entities:  an
interpretation of ARB No. 51 (January 2003) as if such variable interest
entity were a Subsidiary as defined herein.


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


1.06                        Exchange
Rates; Currency Equivalents.  (a) The Administrative Agent or
the L/C Issuer, as applicable, shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies.  Such Spot Rates shall become effective as of
such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to
occur.  Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial covenants
hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be such
Dollar Equivalent amount as so determined by the Administrative Agent or the
L/C Issuer, as applicable.



 43
 









(b)                                 Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Rate Revolving Loan or the issuance, amendment or
extension of a Letter of Credit, an amount, such as a required minimum or
multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate
Revolving Loan or Letter of Credit is denominated in an Alternative Currency,
such amount shall be the relevant Alternative Currency Equivalent of such
Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent
or the L/C Issuer, as the case may be.


1.07                        Additional
Alternative Currencies.  (a) The Borrower may from time to
time request that Eurocurrency Rate Revolving Loans be made and/or Letters of
Credit be issued in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested
currency is a lawful currency (other than Dollars) that is readily available
and freely transferable and convertible into Dollars.  In the case of any such request with respect
to the making of Eurocurrency Rate Revolving Loans, such request shall be
subject to the approval of the Administrative Agent and the Revolving Lenders;
and in the case of any such request with respect to the issuance of Letters of
Credit, such request shall be subject to the approval of the Administrative
Agent and the L/C Issuer.


(b)                                 Any
such request shall be made to the Administrative Agent not later than 11:00
a.m., 20 Business Days prior to the date of the desired Credit Extension (or
such other time or date as may be agreed by the Administrative Agent and, in
the case of any such request pertaining to Letters of Credit, the L/C Issuer,
in its or their sole discretion).  In the
case of any such request pertaining to Eurocurrency Rate Revolving Loans, the
Administrative Agent shall promptly notify each Revolving Lender thereof; and
in the case of any such request pertaining to Letters of Credit, the
Administrative Agent shall promptly notify the L/C Issuer thereof.  Each Revolving Lender (in the case of any
such request pertaining to Eurocurrency Rate Revolving Loans) or the L/C Issuer
(in the case of a request pertaining to Letters of Credit) shall notify the Administrative
Agent, not later than 11:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of such
Eurocurrency Rate Revolving Loans or the issuance of Letters of Credit, as the
case may be, in such requested currency.


(c)                                  Any
failure by a Revolving Lender or the L/C Issuer, as the case may be, to respond
to such request within the time period specified in the preceding sentence
shall be deemed to be a refusal by such Revolving Lender or the L/C Issuer, as
the case may be, to permit Eurocurrency Rate Revolving Loans to be made or
Letters of Credit to be issued in such requested currency.  If the Administrative Agent and all the
Revolving Lenders consent to making Eurocurrency Rate Revolving Loans in such
requested currency, the Administrative Agent shall so notify the Borrower and
such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Borrowings of Eurocurrency Rate
Revolving Loans; and if the Administrative Agent and the L/C Issuer consent to
the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder
for purposes of any Letter of Credit issuances. 
If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.07, the Administrative
Agent shall promptly so notify the Borrower.



 44
 









1.08                        Change of
Currency.  (a) Each obligation of the
Borrower to make a payment denominated in the national currency unit of any
member state of the European Union that adopts the Euro as its lawful currency
after the date hereof shall be redenominated into Euro at the time of such
adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such
member state, the basis of accrual of interest expressed in this Agreement in
respect of that currency shall be inconsistent with any convention or practice
in the London interbank market for the basis of accrual of interest in respect
of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro
as its lawful currency; provided that if any Borrowing in the currency
of such member state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Borrowing, at the end of
the then current Interest Period.


(b)                                 Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.


(c)                                  Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in currency.


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


1.10                        Letter of
Credit Amounts.  Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any
Letter of Credit that, by its terms or the terms of any Issuer Document related
thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the Dollar
Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in
effect at such time.



 45
 









ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01                        Term
Loans.


(a)                                  Term
Loan A.  Subject to the terms and
conditions of this Agreement, each Term Loan A Lender severally agrees to make
an advance of its Pro Rata Term A Share of the Term Loan A to the Borrower in
Dollars on the Closing Date, and from the Closing Date to the Term Loan A
Maturity Date, convert and continue Segments from time to time in accordance
with the terms hereof.  The principal
amount of each Segment of the Term Loan A outstanding hereunder from time to
time shall bear interest and the Term Loan A shall be repayable as herein
provided.  No amount of the Term Loan A
repaid or prepaid by the Borrower may be reborrowed hereunder, and no
subsequent advance under the Term Loan A Facility shall be allowed after the
initial such advance of the Term Loan A on the Closing Date.  Segments of the Term Loan A may be Base Rate
Segments or Eurocurrency Rate Segments at the Borrower’s election, as provided
herein.


(b)                                 Term
Loan B.  Subject to the terms and
conditions of this Agreement, and subject to the provisions of Section 1.01
with respect to the continuation of outstanding amounts of the Term Loan under
(and as defined in) the Existing Agreement, each Term Loan B Lender severally
agrees to make an advance of, or continue from the Existing Agreement, its Pro
Rata Term B Share of the Term Loan B to the Borrower in Dollars on the Closing
Date, and from the Closing Date to the Term Loan Maturity Date, convert and
continue Segments from time to time in accordance with the terms hereof.  The principal amount of each Segment of the
Term Loan B outstanding hereunder from time to time shall bear interest and the
Term Loan B shall be repayable as herein provided.  No amount of the Term Loan B repaid or
prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance
under the Term Loan B Facility shall be allowed after the initial such advance
of the Term Loan B on the Closing Date. 
Segments of the Term Loan B may be Base Rate Segments or Eurocurrency
Rate Segments at the Borrower’s election, as provided herein.


(c)                                  Term
Loans Generally.  Not later than 1:00
P.M. New York time on the Closing Date, and subject to the provisions of Section
1.01 with respect to the continuation of outstanding amounts of the Term
Loan under (and as defined in) the Existing Agreement as a portion of the Term
Loan B Facility hereunder, each Term Lender shall, pursuant to the terms and
subject to the conditions of this Agreement, make the amount of its Pro Rata
Term A Share of the Term Loan A and/or (to the extent not already funded under
the Existing Agreement and continued hereunder pursuant to Section 1.01)
its Pro Rata Term B Share of the Term Loan B, as applicable, available by wire
transfer to the Administrative Agent. 
Such wire transfer shall be directed to the Administrative Agent at the
Administrative Agent’s Office and shall be in Same Day Funds in Dollars.  The amount so received by the Administrative
Agent shall, subject to the terms and conditions of this Agreement, including
without limitation the satisfaction of all applicable conditions in Sections
5.01 and 5.02, be made available to the Borrower by delivery of the
proceeds thereof as shall be directed by the Responsible Officer of the
Borrower and reasonably acceptable to the Administrative Agent.  The initial Borrowing of the Term Loans may
be Eurocurrency Rate Segments, Base Rate Segments, or both; provided
that if the Borrower desires that any portion of the initial Borrowing of
either Term Loan is advanced as a



 46
 









Eurocurrency Rate Segment, the Administrative Agent
shall make such Borrowing as a Eurocurrency Rate Segment only if, not later
than three Business Days prior to the date that is then anticipated to be the
Closing Date, the Administrative Agent has received from the Borrower a Term
Loan Interest Rate Selection Notice with respect thereto, together with the
Borrower’s written acknowledgement in form and substance satisfactory to the
Administrative Agent that the provisions of Section 4.05 hereof shall
apply to any failure by the Borrower to borrow on the date set forth in such
Term Loan Interest Rate Selection notice any or all of the amounts specified in
such Term Loan Interest Rate Selection Notice.


2.02                        Revolving
Loans.  Subject to the terms and
conditions set forth herein, each Revolving Lender severally agrees to make,
convert and continue Revolving Loans to the Borrower in Dollars or (after the
effectiveness of the Fronting Structure Amendment) in one or more Alternative
Currencies from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such
Revolving Lender’s Revolving Credit Commitment; provided, however,
that after giving effect to any Revolving Borrowing, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (ii)
the aggregate Outstanding Amount of the Revolving Loans of any Revolving
Lender, plus such Lender’s Pro Rata Revolving Share of the Outstanding
Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata
Revolving Share of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender’s Revolving Credit Commitment, and (iii) the aggregate
Outstanding Amount of all Loans denominated in Alternative Currencies shall not
exceed the Alternative Currency Sublimit. 
Within the limits of each Revolving Lender’s Revolving Credit
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.02, prepay under Section 2.06,
and reborrow under this Section 2.02. 
Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as
further provided herein.


2.03                        Borrowings,
Conversions and Continuations of Committed Loans.


(a)                                  Each
Revolving Borrowing, each conversion of Revolving Loans or Segments of the Term
Loans from one Type to the other, and each continuation of Eurocurrency Rate
Loans shall be made upon the Borrower’s irrevocable notice to the
Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Administrative Agent not later than 12:00 noon (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base
Rate Loans, (ii) four Business Days (or five Business Days in the case of a
Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Eurocurrency Rate Revolving Loans denominated in Alternative
Currencies and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if
the Borrower wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the
definition of “Interest Period”, the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to
the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or
six Business days in the case of a Special Notice Currency) prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency
Rate Revolving Loans denominated in Alternative Currencies, whereupon the
Administrative Agent shall give prompt notice to the Lenders or the Revolving



 47
 









Lenders, as the case may be,
of such request and determine whether the requested Interest Period is
acceptable to all of them (it being understood that Interest Periods in a
number of days sufficient to expire on our about July 31, 2007 shall be
acceptable to the extent such Interest Periods are requested in connection with
the conversion of the Revolving Loans (as defined in the Existing Credit
Agreement) and Term Loans (as defined in the Existing Credit Agreement) converted
to Base Rate Loans on the Closing Date pursuant to Section 1.01(h)).  Not later than 11:00 a.m., (i) three Business
Days before the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or
five Business days in the case of a Special Notice Currency) prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency
Rate Revolving Loans denominated in Alternative Currencies, the Administrative
Agent shall notify the Borrower (which notice may be by telephone) whether or
not the requested Interest Period has been consented to by all the Lenders or
all the Revolving Lenders, as the case may be.  Each telephonic notice by the Borrower
pursuant to this Section 2.03(a) must be confirmed promptly by delivery
to the Administrative Agent of a written Revolving Loan Notice (as to Revolving
Borrowings) or Term Loan Interest Rate Selection Notice, appropriately
completed and signed by a Responsible Officer of the Borrower (unless such
Revolving Loan Notice is being delivered by a Swing Line Lender pursuant to Section
2.05(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant
to Section 2.04(c)(i)); provided that the lack of such prompt
confirmation shall not affect the conclusiveness or binding effect of such
telephonic notice.  Each Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof.  Except as provided in Sections
2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.  Each
Revolving Loan Notice and Term Loan Interest Rate Selection Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Revolving Borrowing (applicable to Revolving Loan Notices only), a conversion
of Revolving Loans from one Type to the other, or a continuation of Eurocurrency
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Revolving Loans to be borrowed, converted or continued,
(iv) the Type of Revolving Loans to be borrowed or to which existing Revolving
Loans are to be converted, (v) if applicable, the duration of the Interest
Period with respect thereto and (vi) in the case of a Revolving Borrowing, the
currency of the Revolving Loans to be borrowed. 
Each written Revolving Loan Notice shall be substantially in the form of
Exhibit A-1 attached hereto, and each written Term Loan Interest Rate
Selection Notice shall be substantially in the form of Exhibit A-2
attached hereto.  If the Borrower fails
to specify a currency in a Revolving Loan Notice requesting a Revolving
Borrowing, then the Revolving Loans so requested shall be made in Dollars.  If the Borrower fails to specify a Type of
Revolving Loans in a Revolving Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation of Loans, then the
applicable Loans shall, subject to the last sentence of this Section 2.03(a),
be made as, or continued as, or converted to, Base Rate Loans; provided,
however, that in the case of a failure to timely request a continuation
of Revolving Loans denominated in an Alternative Currency, such Revolving Loans
shall be continued as Eurocurrency Rate Loans in their original currency with
an Interest Period of one month.  Any
such automatic conversion to Base Rate Loans shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable
Eurocurrency Rate Loans.  If the Borrower
requests a Borrowing of, conversion to, or



 48
 









continuation of Eurocurrency Rate Loans in any such
Revolving Loan Notice or Term Loan Interest Rate Selection Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.  No Loan may be converted
into or continued as a Loan denominated in a different currency, but instead
must be prepaid in the original currency of such Loan and reborrowed in the
other currency.


(b)                                 Following
receipt of a Revolving Loan Notice, the Administrative Agent shall promptly
notify each applicable Lender of the amount (and currency) of its Pro Rata
Revolving Share of the applicable Revolving Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Revolving Lender of the details of any automatic
conversion to Base Rate Loans or continuation of Revolving Loans denominated in
a currency other than Dollars, in each case as described in the preceding
subsection.  In the case of a Revolving
Borrowing, each applicable Lender shall make the amount of its Revolving Loan
available to the Administrative Agent in Same Day Funds for the applicable
currency at the Administrative Agent’s Office not later than 2:00 p.m. in the
case of any Revolving Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any
Revolving Loan in an Alternative Currency, in each case on the Business Day
specified in the applicable Revolving Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 5.02 (and, if such Borrowing is the
initial Credit Extension, Section 5.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Revolving Loan Notice with respect to
such Borrowing denominated in Dollars is given by the Borrower, there are Swing
Line Loans or L/C - BA Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any such
L/C - BA Borrowings, second, to the payment in full of any such Swing
Line Loans, and third, to the Borrower as provided above.


(c)                                  Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate
Loan.  During the existence of a Default,
no Loans may be requested as, converted to or continued as Eurocurrency Rate
Loans (whether in Dollars or any Alternative Currency) without the consent of
the Required Revolving Lenders, the Required Term Loan A Lenders or the
Required Term Loan B Lenders, as applicable.  
During the existence of an Event of Default, the Required Revolving
Lenders may demand that any or all of the then outstanding Eurocurrency Rate
Revolving Loans denominated in an Alternative Currency be prepaid, or
redenominated into Dollars in the amount of the Dollar Equivalent thereof, on
the last day of the then current Interest Period with respect thereto.


(d)                                 The
Administrative Agent shall promptly notify the Borrower and the applicable
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate.  The determination of the Eurocurrency Rate by
the Administrative Agent shall be conclusive in the absence of manifest
error.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders



 49
 









of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such
change.


(e)                                  After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not at any
time be more than (a) five Interest Periods in effect with respect to the Term
Loan A, (b) ten Interest Periods in effect with respect to the Term Loan B, and
(c) ten Interest Periods in effect with respect to the Revolving Credit
Facility.


2.04                        Letters
of Credit and Bankers’ Acceptances.


(a)                                  The
Letter of Credit – BA Commitment.


(i)                                     Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Revolving
Lenders set forth in this Section 2.04, (1) from time to time on
any Business Day during the period from the Closing Date until the earlier to
occur of the Letter of Credit - BA Expiration Date or the termination of the
Availability Period, to issue Letters of Credit denominated in Dollars or in one
or more Alternative Currencies for the account of the Borrower or the Borrower and a Restricted Subsidiary,
and to amend Letters of Credit previously issued by it, in accordance with
subsection (b) below, (2) to honor drafts under the Letters of Credit; and (3)
with respect to Acceptance Credits, to create Bankers’ Acceptances in
accordance with the terms thereof and hereof, and (B) the Revolving Lenders severally agree to
participate in Letters of Credit and Bankers’ Acceptances issued for the
account of the Borrower or the Borrower
and a Restricted Subsidiary and any drawings thereunder; provided
that the L/C Issuer shall not be obligated to make any L/C – BA Credit
Extension with respect to any Letter of Credit, and no Revolving Lender shall
be obligated to participate in any Letter of Credit, if (A) as of the date of
such L/C - BA Credit Extension, (x) the Total Revolving Outstandings would
exceed the Aggregate Revolving Credit
Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of
the Outstanding Amount of all L/C - BA Obligations, plus such Revolving
Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line
Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (z)
the Outstanding Amount of the L/C - BA Obligations would exceed the Letter of
Credit - BA Sublimit, or (B) as to Acceptance Credits, the Bankers’ Acceptance
created or to be created thereunder shall not be an eligible bankers’
acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372).  Each request by the Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by
the Borrower that the L/C – BA Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to
the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.  All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof.



 50
 









(ii)                                  The
L/C Issuer shall not issue any Letter of Credit, if:


(A)                              subject
to Section 2.04(b)(iii), the expiry date of such requested Letter of
Credit would occur (i) as to standby Letters of Credit, more than twenty-four
months after the date of issuance or last renewal, and (ii) as to commercial
Letters of Credit, later than the earlier of (1) 270 days after the date of
issuance thereof and (2) 60 days before the Letter of Credit - BA Expiration
Date, unless in each case the Required Revolving Lenders have approved such
expiry date;


(B)                                the
maturity date of any Bankers’ Acceptance issued under any such requested
Acceptance Credit would occur earlier than 30 or later than 120 days from date
of issuance and in any event later than 60 days before the Letter of Credit -
BA Expiration Date, unless the Required Revolving Lenders have approved such
expiry date;


(C)                                the
expiry date of such requested Letter of Credit, or the maturity date of any
Bankers’ Acceptance issued under such requested Letter of Credit, would occur
after the Letter of Credit - BA Expiration Date, unless all the Revolving
Lenders have approved such expiry date;


(iii)                               The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


(A)                              any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit or any related Bankers’ Acceptance, or any Law applicable to the L/C
Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters
of credit or related bankers’ acceptances generally or such Letter of Credit or
any related Bankers’ Acceptance in particular or shall impose upon the L/C
Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems
material to it;


(B)                                the
issuance of such Letter of Credit or any related Bankers’ Acceptance would
violate one or more policies of the L/C Issuer, or the creation of any related
Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of
outstanding bankers’ acceptances permitted by applicable Law;


(C)                                except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit or related Bankers’ Acceptance is to be denominated in a currency
other than Dollars or is in an initial amount less than



 51
 









$10,000; provided,
that the Administrative Agent and L/C Issuer agree that up to 10 Letters of
Credit may be issued and outstanding hereunder in amounts less than $10,000;


(D)                               a
default of any Revolving Lender’s obligations to fund under Section 2.04(c)
exists or any Revolving Lender is at such time a Defaulting Lender hereunder,
unless the L/C Issuer has entered into satisfactory arrangements with the Borrower
or such Revolving Lender to eliminate the L/C Issuer’s risk with respect to
such Revolving Lender;


(E)                                 except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is to be denominated in a currency other than Dollars or an
Alternative Currency; or


(F)                                 the
L/C Issuer does not as of the issuance date of such requested Letter of Credit
issue Letters of Credit in the requested currency.


(iv)                              The
L/C Issuer shall not amend any Letter of Credit or Bankers’ Acceptance if the
L/C Issuer would not be permitted at such time to issue such Letter of Credit
or Bankers’ Acceptance in its amended form under the terms hereof.


(v)                                 The
L/C Issuer shall be under no obligation to amend any Letter of Credit or
Bankers’ Acceptance if (A) the L/C Issuer would have no obligation at such time
to issue such Letter of Credit or Bankers’ Acceptance in its amended form under
the terms hereof, or (B) the beneficiary of such Letter of Credit or Bankers’
Acceptance does not accept the proposed amendment to such Letter of Credit or
Bankers’ Acceptance .


(vi)                              The
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any
Letters of Credit or Bankers’ Acceptance issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article X with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be
issued by it and Issuer Documents pertaining to such Letters of Credit and
Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article
X included the L/C Issuer with respect to such acts or omissions, and (B)
as additionally provided herein with respect to the L/C Issuer.


(b)                                 Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


(i)                                     Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Borrower  and, if applicable, of the applicable
Restricted Subsidiary.  Such Letter of
Credit Application must be received by the L/C Issuer and the Administrative
Agent not later than 11:00 a.m. at least two Business Days (or such later date
and time as the Administrative Agent and the L/C Issuer may agree in a
particular instance in its sole discretion) prior to the proposed issuance date
or date of amendment,



 52
 









as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount and currency thereof; (C) the expiry date thereof; (D) the name and
address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing or presentation thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing or presentation thereunder; and (G) such other matters as the L/C Issuer
may require.  In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer (A)
the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other matters as the L/C Issuer may require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other documents
and information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.


(ii)                                  Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the
L/C Issuer has received written notice from any Revolving Lender, the
Administrative Agent or any Loan Party, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that
one or more applicable conditions contained in Article V shall not then
be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of the
Borrower or the Borrower and the applicable Restricted Subsidiary or enter into
the applicable amendment, as the case may be, in each case in accordance with
the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving
Lender’s Pro Rata Revolving Share times the amount of such Letter of
Credit.  Immediately upon the creation of
each Bankers’ Acceptance, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Bankers’ Acceptance in an amount equal to the product of
such Revolving Lender’s Pro Rata Revolving Share times the amount of
such Bankers’ Acceptance.


(iii)                               If
the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit other than a commercial Letter of Credit that has automatic extension
provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension
Letter of Credit must permit the L/C Issuer to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon
at the time such



 53
 









Letter of Credit is
issued.  Unless otherwise directed by the
L/C Issuer, the Borrower shall not be required to make a specific request to
the L/C Issuer for any such extension. 
Once an Auto-Extension Letter of Credit has been issued, the Revolving
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to permit the extension of such Letter of Credit at any time to an expiry date
not later than the Letter of Credit - BA Expiration Date; provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions clause (ii) or (iii) of Section
2.04(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Non-Extension Notice Date (1) from the Administrative Agent that the
Required Revolving Lenders have elected not to permit such extension or (2)
from the Administrative Agent, any Revolving Lender or the Borrower that one or
more of the applicable conditions specified in Section 5.02 is not then
satisfied, and in each such case directing the L/C Issuer not to permit such
extension.


(iv)                              Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.


(c)                                  Drawings
and Reimbursements; Funding of Participations.


(i)                                     Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
or, with respect to any Acceptance Credit, presentation of documents under such
Letter of Credit, or any presentation for payment of a Bankers’ Acceptance, the
L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated
in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such
Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B)
in the absence of any such requirement for reimbursement in Dollars, the
Borrower shall have notified the L/C Issuer promptly following receipt of the
notice of drawing that the Borrower will reimburse the L/C Issuer in
Dollars.  In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in
an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar
Equivalent of the amount of the drawing promptly following the determination
thereof.  Not later than 1:00 p.m. on the
date of any payment by the L/C Issuer under a Letter of Credit or Bankers’
Acceptance to be reimbursed in Dollars, or the Applicable Time on the date of
any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an
Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse
the L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing or Bankers’ Acceptance, as applicable, and in the
applicable currency.  If the Borrower
fails so to reimburse the L/C Issuer by such time, the Administrative Agent
shall promptly notify each Revolving Lender of the Honor Date, the amount of
the unreimbursed drawing or payment (expressed in Dollars in the amount of the
Dollar Equivalent thereof in the case of a Letter of Credit denominated in an
Alternative



 54
 









Currency) (the “Unreimbursed Amount”),
and the amount of such Revolving Lender’s Pro Rata Revolving Share
thereof.  In such event, the Borrower
shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to
be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.03
for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Revolving Credit Commitments and the
conditions set forth in Section 5.02 (other than the delivery of a
Revolving Loan Notice).  Any notice given
by the L/C Issuer or the Administrative Agent pursuant to this Section
2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


(ii)                                  Each
Revolving Lender shall upon any notice pursuant to Section 2.04(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated
payments in an amount equal to its Pro Rata Revolving Share of the Unreimbursed
Amount not later than 3:00 p.m. on the Business Day specified in such notice by
the Administrative Agent, whereupon, subject to the provisions of Section
2.04(c)(iii), each Revolving Lender that so makes funds available shall be
deemed to have made a Base Rate Revolving Loan to the Borrower in such
amount.  The Administrative Agent shall
remit the funds so received to the L/C Issuer in Dollars.


(iii)                               With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Borrowing of Base Rate Loans because the conditions set forth in Section
5.02 cannot be satisfied or for any other reason, the Borrower shall be
deemed to have incurred from the L/C Issuer an L/C – BA Borrowing in the amount
of the Unreimbursed Amount that is not so refinanced, which L/C – BA Borrowing
shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate.  In such
event, each Revolving Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall be
deemed payment in respect of its participation in such L/C – BA Borrowing and
shall constitute an L/C - BA Advance from such Revolving Lender in satisfaction
of its participation obligation under this Section 2.04.


(iv)                              Until
each Revolving Lender funds its Revolving Loan or L/C - BA Advance pursuant to
this Section 2.04(c) to reimburse the L/C Issuer for any amount drawn
under any Letter of Credit or payments made on any Bankers’ Acceptance,
interest in respect of such Revolving Lender’s Pro Rata Revolving Share of such
amount shall be solely for the account of the L/C Issuer.


(v)                                 Each
Revolving Lender’s obligation to make Revolving Loans or L/C - BA Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit and payments
made on Bankers’ Acceptances, as contemplated by this Section 2.04(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any set-off, counterclaim, recoupment, defense or
other right which such Revolving Lender may have against the L/C Issuer, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence,



 55
 









event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Revolving Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section
5.02 (other than delivery by the Borrower of a Revolving Loan Notice).  No such making of an L/C - BA Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the L/C
Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit or Bankers’ Acceptance, together with interest as provided herein.


(vi)                              If
any Revolving Lender fails to make available to the Administrative Agent for
the account of the L/C Issuer any amount required to be paid by such Revolving
Lender pursuant to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(ii), the L/C Issuer shall be
entitled to recover from such Revolving Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the L/C
Issuer in connection with the foregoing. 
A certificate of the L/C Issuer submitted to any Revolving Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error.


(d)                                 Repayment
of Participations.


(i)                                     At
any time after the L/C Issuer has made a payment under any Letter of Credit or
Bankers’ Acceptance and has received from any Revolving Lender such Revolving
Lender’s L/C - BA Advance in respect of such payment in accordance with Section
2.04(c), if the Administrative Agent receives for the account of the L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Revolving Lender its Pro Rata
Revolving Share thereof in Dollars (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Revolving
Lender’s L/C - BA Advance was outstanding) and in the same funds as those
received by the Administrative Agent.


(ii)                                  If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.04(c)(i) is required to be returned under
any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by the L/C Issuer in its discretion), each
Revolving Lender shall pay to the Administrative Agent for the account of the
L/C Issuer its Pro Rata Revolving Share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Revolving Lender, at a rate per annum equal to the
applicable Overnight Rate from time to time in effect.  The obligations of the Revolving Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



 56
 









(e)                                  Obligations
Absolute.  The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under each Letter of
Credit and each payment under any Bankers’ Acceptance, and to repay each L/C –
BA Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


(i)                                     any
lack of validity or enforceability of such Letter of Credit or Bankers’
Acceptance, this Agreement, or any other agreement or instrument relating
thereto;


(ii)                                  the
existence of any claim, counterclaim, set-off, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit or Bankers’ Acceptance (or any Person for
whom any such beneficiary or any such transferee may be acting), the L/C Issuer
or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or Bankers’
Acceptance or any agreement or instrument relating thereto, or any unrelated
transaction;


(iii)                               any
draft, demand, certificate or other document or endorsement  presented under or in connection with such
Letter of Credit or Bankers’ Acceptance proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under such Letter
of Credit or obtain payment under any Bankers’ Acceptance;


(iv)                              any
payment by the L/C Issuer under such Letter of Credit or Bankers’ Acceptance
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit, or any payment made by the L/C Issuer
under such Letter of Credit or Bankers’ Acceptance to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit or Bankers’ Acceptance,
including any arising in connection with any proceeding under any Debtor Relief
Law;


(v)                                 any
adverse change in the relevant exchange rates or in the availability of the relevant
Alternative Currency to the Borrower or any Subsidiary or in the relevant
currency markets generally; or


(vi)                              any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Borrower or any Subsidiary.


The Borrower shall promptly examine a copy of each
Letter of Credit and each amendment thereto, and each Bankers’ Acceptance, that
is delivered to it and, in the event of any claim of noncompliance with the
Borrower’s instructions or other irregularity, the Borrower will immediately
notify the L/C Issuer.  The Borrower
shall be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless such notice is given as aforesaid.



 57
 









(f)                                    Role
of L/C Issuer.  Each Revolving Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit or making any payment under a Bankers’ Acceptance, the
L/C Issuer shall not have any responsibility to obtain any document (other than
any sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Revolving Lenders or the Required Revolving
Lenders, as applicable; (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit, Bankers’ Acceptance or Issuer Document.  The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit or Bankers’ Acceptance; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. 
None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties, nor any correspondent, participant or assignee of
the L/C Issuer, shall be liable or responsible for any of the matters described
in clauses (i) through (vi) of Section 2.04(e); provided,
however, that anything in such clauses to the contrary notwithstanding,
the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Borrower
which the Borrower proves were caused by the L/C Issuer’s willful misconduct or
gross negligence or the L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit or to honor any Bankers’ Acceptance presented for payment in strict
compliance with its terms and conditions. 
In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for
the validity or sufficiency of any instrument endorsing, transferring or
assigning or purporting to endorse, transfer or assign a Letter of Credit or
Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason.


(g)                                 Cash
Collateral.  Upon the request of the
Administrative Agent, (i) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit or made any payment under any
Bankers’ Acceptance and such drawing has resulted in an L/C – BA Borrowing, or
(ii) if, as of the Letter of Credit - BA Expiration Date, any Letter of Credit
for any reason remains outstanding and partially or wholly undrawn, any Bankers’
Acceptance for any reason remains outstanding, or any L/C – BA Obligation for
any reason remains outstanding, then in each such case the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C - BA
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C - BA Borrowing or the Letter of Credit - BA Expiration Date,
as the case may be).  The Administrative
Agent may, at any time and from time to time after the initial deposit of Cash
Collateral, request that additional Cash Collateral be provided in order to
protect against the results of exchange rate fluctuations.  Sections 2.06 and 9.02(c) set



 58
 









forth certain additional requirements to deliver Cash
Collateral hereunder.  For purposes
hereof, “Cash
Collateralize” means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, as collateral for the L/C - BA Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented
to by the Revolving Lenders). 
Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving  Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash collateral shall be
maintained in blocked, interest bearing deposit accounts at Bank of America.


(h)                                 Applicability
of ISP and UCP.  Unless otherwise
expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of
Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce at the time
of issuance shall apply to each commercial Letter of Credit.


(i)                                     Letter
of Credit – BA Fees.  Subject to the
provisions of the last sentence of this subsection (i), the Borrower shall pay
to the Administrative Agent for the account of each Revolving Lender in accordance
with its Pro Rata Revolving Share, in Dollars, (i) a Letter of Credit – BA Fee for each commercial Letter of Credit and
each Bankers’ Acceptance equal to 50% of the Applicable Rate times the
Dollar Equivalent of the daily maximum amount available to be drawn under such
Letter of Credit (whether or not such maximum amount is then in effect under
such Letter of Credit) or the maximum stated amount of such Bankers’
Acceptance, as the case may be, and (ii) a Letter of Credit – BA Fee for
each standby Letter of Credit
equal to the Applicable Rate times the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit).  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.10.  Such Letter of Credit – BA Fees shall be
computed on a quarterly basis in arrears. 
Such Letter of Credit – BA Fees accrued through the last day of each
fiscal quarter of the Borrower and shall be due and payable on the fifteenth
(or the next Business Day after the fifteenth, if the fifteenth is not a
Business Day) of each January, April,
July and October, commencing with the first such date to occur after the
issuance of such Letter of Credit or Bankers’ Acceptance (as the case may be),
on the Letter of Credit - BA Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate
during any quarter, the daily maximum amount of each Letter of Credit and
Bankers’ Acceptance shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.  At all times that the Default
Rate shall be applicable to any Loans pursuant to Section 2.09(b), the
Letter of Credit – BA Fees payable under this subsection (i) shall accrue and
be payable at the Default Rate.


(j)                                     Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C
Issuer for its own account, in Dollars, a fronting fee with respect to each
Letter of Credit and each Bankers’ Acceptance issued by the L/C Issuer in the
amount of 0.125% times the Dollar Equivalent of the daily maximum amount
available to be



 59















drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit) or the maximum
stated amount of such Bankers’ Acceptance, as the case may be.  Such fronting fees shall be computed on a
quarterly basis in arrears.  Such
fronting fee shall accrue through the last day of each fiscal quarter of the
Borrower and shall be due and payable on the fifteenth (or the next Business
Day after the fifteenth, if the fifteenth is not a Business Day) of each
January, April, July and October, commencing with the first such date to occur
after the issuance of such Letter of Credit or Bankers’ Acceptance, as
applicable, on the Letter of Credit - BA Expiration Date and thereafter on
demand.  For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.10.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account, in Dollars, the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit and bankers’
acceptances issued by it as from time to time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.


(k)                                  Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


(l)                                     Letters of Credit Issued for Restricted
Subsidiaries.  Notwithstanding that a Letter of Credit or
Bankers’ Acceptance issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Restricted Subsidiary, the Borrower
shall be obligated to reimburse the L/C Issuer hereunder for any and all
drawings under such Letter of Credit. 
The Borrower hereby acknowledges that the issuance of Letters of Credit
and/or Bankers’ Acceptances for the account of Restricted Subsidiaries inures
to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Restricted Subsidiaries.


2.05                        Swing
Line Loans.


(a)                                  The
Swing Line.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.05, to make
loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower
from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing
Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Pro Rata Revolving Share of the Outstanding Amount of
Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as
Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving
Credit Commitment; provided, however, that after giving effect to any
Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the
Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Revolving Lender, plus such
Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all
L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Revolving Lender’s Revolving Credit Commitment, and provided, further,
that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. 
Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 



 60
 









2.05, prepay under Section 2.06,
and reborrow under this Section 2.05. 
Each Swing Line Loan shall be a Base Rate Revolving Loan.  Immediately upon the making of a Swing Line
Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Revolving Lender’s Pro Rata Revolving Share times the amount of such
Swing Line Loan.


(b)                                 Borrowing
Procedures.  Each Swing Line
Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing
Line Lender and the Administrative Agent, which may be given by telephone. Each
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 2:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and integral multiples of $100,000
in excess thereof, and (ii) the requested borrowing date, which shall be
a Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof.  Unless
the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Revolving Lender) prior
to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the
Swing Line Lender not to make such Swing Line Loan as a result of the
limitations set forth in the proviso to the first sentence of Section
2.05(a), or (B) that one or more of the applicable conditions specified in Article
V is not then satisfied, then, subject to the terms and conditions hereof,
the Swing Line Lender will, not later than 3:30 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its
office by crediting the account of the Borrower on the books of the Swing Line
Lender in Same Day Funds.


(c)                                  Refinancing
of Swing Line Loans.


(i)                                     The
Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line
Lender to so request on its behalf), that each Revolving Lender make a Base
Rate Revolving Loan in an amount equal to such Revolving Lender’s Pro Rata
Revolving Share of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which
written request shall be deemed to be a Revolving Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.03, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Revolving Credit Commitments and the conditions set forth in Section 5.02.  The Swing Line Lender shall furnish the
Borrower with a copy of the applicable Revolving Loan Notice promptly after
delivering such notice to the Administrative Agent.  Each Revolving Lender shall make an amount
equal to its Pro Rata Revolving Share of the amount specified in such Revolving
Loan Notice available to the Administrative Agent in Same Day Funds for the
account of the Swing Line Lender at the Administrative Agent’s Office for
Dollar-



 61
 









denominated payments not
later than 2:00 p.m. on the day specified in such Revolving Loan Notice,
whereupon, subject to Section 2.05(c)(ii), each Revolving Lender that so
makes funds available shall be deemed to have made a Base Rate Revolving Loan
to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line Lender.


(ii)                                  If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Borrowing in accordance with Section 2.05(c)(i), the request for Base
Rate Revolving Loans submitted by the Swing Line Lender as set forth herein
shall be deemed to be a request by the Swing Line Lender that each of the
Revolving Lenders fund its risk participation in the relevant Swing Line Loan
and each Revolving Lender’s payment to the Administrative Agent for the account
of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed
payment in respect of such participation.


(iii)                               If
any Revolving Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such
Revolving Lender pursuant to the foregoing provisions of this Section
2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line
Lender shall be entitled to recover from such Revolving Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any
administrative processing or similar fees customarily charged by the Swing Line
Lender in connection with the foregoing. 
A certificate of the Swing Line Lender submitted to any Revolving Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.


(iv)                              Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund
risk participations in Swing Line Loans pursuant to this Section 2.05(c)
shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right
which such Revolving Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Revolving Lender’s obligation to make Revolving Loans pursuant to this Section
2.05(c) is subject to the conditions set forth in Section 5.02.  No such funding of risk participations shall
relieve or otherwise impair the obligation of the Borrower to repay Swing Line
Loans, together with interest as provided herein.


(d)                                 Repayment
of Participations.


(i)                                     At
any time after any Revolving Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will
distribute to such Revolving Lender its Pro Rata Revolving Share of such
payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such 



 62
 









Revolving Lender’s risk
participation was funded) in the same funds as those received by the Swing Line
Lender.


(ii)                                  If
any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Lender shall pay to the Swing Line Lender its
Pro Rata Revolving Share thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate.  The Administrative Agent will make such
demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


(e)                                  Interest
for Account of Swing Line Lender. 
The Swing Line Lender shall be responsible for invoicing the Borrower
for interest on the Swing Line Loans. 
Until each Revolving Lender funds its Base Rate Revolving Loan or risk
participation pursuant to this Section 2.05 to refinance such Revolving
Lender’s Pro Rata Revolving Share of any Swing Line Loan, interest in respect
of such Pro Rata Revolving Share shall be solely for the account of the Swing
Line Lender.


(f)                                    Payments
Directly to Swing Line Lender.  The
Borrower shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.


2.06                        Prepayments.


(a)                                  The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Loans under the Revolving Credit Facility or either
Term Loan Facility in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later
than 11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or
five, in the case of prepayment of Revolving Loans denominated in Special
Notice Currencies) prior to any date of prepayment of Eurocurrency Rate
Revolving Loans denominated in Alternative Currencies, and (C) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans
denominated in Dollars shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency
Rate Revolving Loans denominated in Alternative Currencies shall be in a
minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess
thereof; and (iv) any prepayment of Base Rate Loans under any such credit
facility shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof or, in each case, the entire principal amount
thereof then outstanding.  Each such
notice shall specify the date and amount of such prepayment, the credit
facility to which the prepayment is to be applied, and the Type(s) of Loans to
be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest
Period(s) of such Loans.  Prepayments of
the Term Loans shall be applied pro rata to remaining installments of the
scheduled amortization of the applicable Term Loan.  The Administrative Agent will promptly notify
each applicable Lender of its receipt of each such notice, and of the amount of
such Lender’s ratable share of such prepayment. 
If such notice is given by the 



 63
 









Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the
date specified therein.  Any prepayment
of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section
4.05.  Each such prepayment shall be
applied to the Loans of the applicable Lenders in accordance with their Pro
Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as
applicable.


(b)                                 The
Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $500,000
or a whole multiple of $100,000 in excess thereof.  Each such notice shall specify the date and
amount of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the
date specified therein.


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


(d)                                 If the Administrative Agent notifies the
Borrower at any time that the Outstanding Amount of all Revolving Loans
denominated in Alternative Currencies at such time exceeds an amount equal to
105% of the Alternative Currency Sublimit then in effect, then, within two
Business Days after receipt of such notice, the Borrower shall prepay Revolving
Loans (or, if necessary, Cash Collateralize Letters of Credit) in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment  to an amount not to exceed 100% of the Alternative Currency
Sublimit then in effect.


(e)                                  In
addition to any required payments of principal of the Term Loans and any
optional payments of principal of the Term Loans and the Revolving Loans
effected under subsection (a) above, no later than 30 calendar days
following the receipt of any Net Cash Proceeds from any Disposition permitted
by Section 8.05(e), the Borrower shall deliver to the Administrative
Agent a calculation of the amount of such Net Cash Proceeds and the Borrower
shall make, or shall cause each applicable Restricted Subsidiary to make, a
prepayment to the Administrative Agent, for the benefit of the applicable
Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one
hundred percent (100%) of such Net Cash Proceeds in excess of $25,000,000 in
any fiscal year; provided that no mandatory prepayment on account of
such Net Cash Proceeds shall be required under this Section 2.06(e) if
the Borrower informs the Administrative Agent no later than 30 days following
the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s
good faith intention to apply such Net Cash Proceeds to the acquisition of
other assets or property consistent with the Core Business (including by way of
merger or investment) within eighteen months following the receipt of such Net
Cash Proceeds, 



 64
 









with the amount of such Net Cash Proceeds unused after
such eighteen-month period being required to applied to such prepayment on the
last day of such eighteen-month period. 
Each prepayment of the Term Loans required under this Section 2.06(e)
shall be applied to the Term Loan A and the Term Loan B on a pro rata basis in
accordance with the Outstanding Amounts thereof at such time, and within each
such Term Loan Facility pro rata across remaining installments of the scheduled
amortization of such Term Loan Facility (including the scheduled payment of all
remaining Outstanding Amounts of the applicable Term Loan on the Term Loan
Maturity Date); provided that any Term Loan B Lender may reject any such
mandatory prepayment in whole, with the aggregate amount of all such rejections
by Term Loan B Lenders applied to Outstanding Amounts of the Term Loan A pro
rata across remaining installments of the Term Loan A Facility, with any excess
amount from all such rejections (in the event all such rejections are more than
the aggregate Outstanding Amount of the Term Loan A at such time) to be applied
to the Outstanding Amount of the Term Loan B pro rata among the rejecting Term
Loan B Lenders and pro rata across remaining installments of the Term Loan B
Facility.


(f)                                    Any
prepayment of a Eurocurrency Rate Loan under this Section 2.06 shall be
accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 4.05.  Each prepayment under this Section 2.06
shall be applied to the Loans of the applicable Lenders in accordance with
their Pro Rata Term A Shares, Pro Rata Term B Shares or Pro Rata Revolving
Shares, as applicable.


2.07                        Termination
or Reduction of Commitments.  The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Credit Commitments, or from time to time permanently reduce the
Aggregate Revolving Credit Commitments; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00 a.m.
five Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole
multiple of $1,000,000 in excess thereof, or the entire remaining Aggregate
Revolving Credit Commitments, (iii) the Borrower shall not terminate or reduce
the Aggregate Revolving Credit Commitments if, after giving effect thereto and
to any concurrent prepayments hereunder, the Total Revolving Outstandings would
exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving
effect to any reduction of the Aggregate Revolving Credit Commitments, the
Alternative Currency Sublimit, the Letter of Credit - BA Sublimit or the Swing
Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments,
such sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Revolving Credit Commitments.  The amount
of any such Aggregate Revolving Credit Commitment reduction shall not be
applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit
unless otherwise specified by the Borrower. 
Any reduction of the Aggregate Revolving Credit Commitments shall be
applied to the Revolving Credit Commitment of each Revolving Lender according
to its Pro Rata Revolving Share.  All
commitment fees accrued until the effective date of any termination of the
Aggregate Revolving Credit Commitments shall be paid on the effective date of
such termination.


2.08                        Repayment
of Loans.


(a)                                  The
Borrower shall repay to the Revolving Lenders on the Revolving Credit Maturity
Date the aggregate principal amount of Revolving Loans outstanding on such
date.



 65
 









(b)                                 The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date ten Business Days after such Loan is made and (ii) the Revolving Credit
Maturity Date.


(c)                                  The
Borrower shall repay the principal amount of the Term Loan A in eleven (11)
consecutive quarterly installments equal to $3,750,000 on the last Business Day
of each March, June, September and December, commencing on the last Business
Day of September 2009, and in a final installment equal to the aggregate
Outstanding Amount of the Term Loan A on the Term Loan A Maturity Date, in each
case subject to adjustments for prepayments made pursuant to Section 2.06
and subject to pro rata increases for each exercise with respect to the Term
Loan A of the increase option provided in Section 2.15.


(d)                                 The
Borrower shall repay the principal amount of the Term Loan B in twenty-seven
(27) consecutive quarterly installments equal to $1,412,500 on the last
Business Day of each March, June, September and December, commencing on the
last Business Day of September 2007, and in a final installment equal to the
aggregate Outstanding Amount of the Term Loan B on the Term Loan B Maturity
Date, in each case subject to adjustments for prepayments made pursuant to Section
2.06 and subject to pro rata increases for each exercise with respect to
the Term Loan B of the increase option provided in Section 2.15.


2.09                        Interest.


(a)                                  Subject
to the provisions of subsection (b) below, (i) each Eurocurrency Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurocurrency Rate for such
Interest Period plus the Applicable Rate plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.


(b)                                 If
any amount payable by the Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.  Furthermore, while any Event of Default
exists, the Borrower shall pay interest, at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws, on the principal amount of all (a) outstanding Obligations
under the Revolving Credit Facility upon the affirmative vote of the Required Revolving Lenders, (b) outstanding
Obligations under the Term Loan A Facility
upon the affirmative vote of the Required Term Loan A Lenders, (c) outstanding
Obligations under the Term Loan B
Facility upon the affirmative vote of the Required Term Loan B Lenders and (d)
other Obligations hereunder upon the affirmative vote of the Required Lenders.  Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon
demand.


(c)                                  Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein.  Interest 



 66
 









hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.


(d)                                 For the purposes of the Interest Act
(Canada), (i) whenever a rate of interest or fee rate hereunder is calculated
on the basis of a year (the “deemed year”) that contains fewer days than the
actual number of days in the calendar year of calculation, such rate of
interest or fee rate shall be expressed as a yearly rate by multiplying such
rate of interest or fee rate by the actual number of days in the calendar year
of calculation and dividing it by the number of days in the deemed year, (ii)
the principle of deemed reinvestment of interest shall not apply to any
interest calculation hereunder and (iii) the rates of interest stipulated
herein are intended to be nominal rates and not effective rates or yields.


2.10                        Fees.  In addition to certain fees described in subsections
(i) and (j) of Section 2.04:


(a)                                  Commitment
Fee.  The Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance
with its Pro Rata Revolving Share, a commitment fee (the “Commitment Fee”) in
Dollars equal to the Applicable Rate times the actual daily amount by
which the Aggregate Revolving Credit Commitments exceed the sum of (i) the
Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C -
BA Obligations.  The Commitment Fee shall
accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article V is not met, and
the amount accrued through the end of each fiscal quarter of the Borrower shall
be due and payable in arrears on the fifteenth (or the next Business Day after
the fifteenth, if the fifteenth is not a Business Day) of each January, April,
July and October, commencing with the first such date to occur after the
Closing Date, and on the Revolving Credit Maturity Date.  The Commitment Fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


(b)                                 Other
Fees.  The Borrower shall pay to the
Arrangers, the Administrative Agent and each of the Lenders, for their own
respective accounts, in Dollars, such fees as shall have been separately agreed
upon in writing (including in the Bank of America Fee Letter and the JPMorgan
Fee Letter, as applicable) in the amounts and at the times so specified,
including an annual administrative fee payable to the Administrative
Agent.  Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.


2.11                        Computation
of Interest and Fees; Retroactive
Adjustments of Applicable Rate. 
(a)  All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime
rate” shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year) or, in the case of
interest in respect of Loans denominated in Alternative Currencies as to which
market practice differs from the foregoing, in accordance with such market
practice.  Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion 



 67
 









thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.13(a), bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


(b)                                If, as a result of any restatement of or
other adjustment to the financial statements of the Borrower or for any other
reason, the Borrower or the Lenders determine that (i) the Consolidated
Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated Leverage Ratio would have
resulted in higher pricing for such period, the Borrower shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account
of the applicable Lenders, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any
Lender or the L/C Issuer), 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.  This paragraph shall not limit the rights of
the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
under Section 2.04(c)(iii), 2.04(i) or 2.09(b) or under Article
IX.  The Borrower’s obligations under
this paragraph shall survive the termination of the Aggregate Commitments and
the repayment of all other Obligations hereunder.


2.12                        Evidence
of Debt.


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


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



 68
 









(c)                                  Entries
made in good faith by the Administrative Agent in the Register pursuant to Section
2.12(b), and by each Lender in its account or accounts pursuant to Section
2.12(a), shall be prima facie evidence of the amount of principal and
interest due and payable or to become due and payable from the Borrower to, in
the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement and the other Loan Documents,
absent manifest error; provided that the failure of the Administrative
Agent or any Lender to make an entry, or any finding that any entry is
incorrect, in the Register or such account or accounts shall not limit or
otherwise affect the Obligations.


2.13                        Payments
Generally; Administrative Agent’s Clawback.


(a)                                  General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00
p.m. on the date specified herein. 
Except as otherwise expressly provided herein, all payments by the
Borrower hereunder with respect to principal and interest on Loans denominated
in an Alternative Currency shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in such Alternative Currency and in
Same Day Funds not later than the Applicable Time specified by the
Administrative Agent on the dates specified herein.  Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under
this Agreement be made in the United States. 
If, for any reason, the Borrower is prohibited by any Law from making
any required payment hereunder in an Alternative Currency, the Borrower shall
make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount.  The
Administrative Agent will promptly distribute to such Lender its ratable share (or
other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative
Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after
the Applicable Time specified by the Administrative Agent in the case of
payments in an Alternative Currency, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.


(b)                                 (i)  Funding by Lenders; Presumption by
Administrative Agent.  Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of
any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such
Borrowing) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with Section
2.03 (or, in the case of a Borrowing of Base Rate Loans, that such Lender
has made such share available in accordance with and at the time required by Section
2.03) and may, in reliance upon such assumption, make available to



 69
 









the Borrower a corresponding amount. 
In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the Overnight
Rate, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B)
in the case of a payment to be made by the Borrower, the interest rate
applicable to Base Rate Loans; provided that the Administrative Agent
agrees that it shall first make a request (which request may be telephonic) for
payment from such applicable Lender before making a request with respect
thereto to the Borrower.  If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Revolving Loan, Pro Rata Term A Share of the Term Loan
A or Pro Rata Term B Share of the Term Loan B, as applicable, included in such
Borrowing.  Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.


(ii)                                  Payments
by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the L/C Issuer, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in Same Day
Funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate.


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


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



 70
 









(d)                                 Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Revolving Loans, to fund their respective Pro
Rata Term A Shares or Pro Rata Term B Shares of the applicable Term Loan and,
to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any
Revolving Loan, to fund its Pro Rata Term A Share or Pro Rata Term B Share of
the applicable Term Loan, to fund any participation in Letters of Credit and
Swing Line Loans or to make any payment under Section 11.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Revolving Loan, to fund its Pro Rata
Term A Share or Pro Rata Term B Share of the applicable Term Loan, to purchase
its participations in Letters of Credit and Swing Line Loans or to make its
payment under Section 11.04(c).


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


2.14                        Sharing of
Payments by Lenders.  If any Lender
shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of the Revolving
Loans or the portion of either Term Loan made by it, or the participations in
L/C – BA Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Loans or
participations and accrued interest thereon greater than its ratable share
thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the applicable Revolving Loans and/or
portion of the applicable Term Loan made by it and/or subparticipations in the
participations in L/C – BA Obligations or Swing Line Loans of the other
Lenders, as the case may be, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the
applicable Lenders ratably in accordance with the aggregate amount of principal
of and accrued interest on their respective Revolving Loans, portion of the
applicable Term Loan and/or other amounts owing them, provided that:


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


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



 71
 









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


2.15                        Increase
in Term Loan Facilities.


(a)                                  Request
for Increase.  Provided there exists
no Default, upon notice to the Administrative Agent (which shall promptly
notify the applicable Term Lenders), the Borrower may from time to time request
an increase in the aggregate amount of the Term Loan A or of the Term Loan B,
or both, by an amount (for all such requests) not exceeding $500,000,000; provided
that any such request for an increase shall be in a minimum amount of
$100,000,000 in the aggregate or, if less, the entire unutilized amount of the
maximum amount of all such requests set forth above (but with not less than
$25,000,000, or the entire unutilized maximum amount, if less, being requested
for either the Term Loan A or the Term Loan B in any such request).  At the time of sending such notice, the Borrower
(in consultation with the Administrative Agent) shall specify the time period
within which each applicable Term Lender is requested to respond (which shall
in no event be less than ten Business Days from the date of delivery of such
notice to the applicable Term Lenders).


(b)                                 Term
Lender Elections to Increase.  Each
applicable Term Lender shall notify the Administrative Agent within such time
period whether or not it agrees to commit to a portion of the requested
increase of the applicable Term Loan Facility and, if so, whether by an amount
equal to, greater than, or less than its Pro Rata Term A Share (calculated as
of the Term Loan A prior to such increase) or Pro Rata Term B Share (calculated
as of the Term Loan B prior to such increase) of such requested increase.  Any Term Lender not responding within such
time period shall be deemed to have declined to commit to any portion of the
requested increase.


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


(d)                                 Effective
Date and Allocations.  If the Term
Loan A or the Term Loan B are increased in accordance with this Section 2.15,
the Administrative Agent and the Borrower shall determine the effective date
(the “Increase Effective Date”) and the final allocation of such
increase.  The Administrative Agent shall
promptly notify the Borrower and the applicable Term Lenders of the final
allocation of such increase and the Increase Effective Date.


(e)                                  Conditions
to Effectiveness of Increase.  As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Loan Party (i) certifying and attaching the resolutions adopted
by 



 72
 









such Loan Party approving or consenting to such
increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article VI and the other Loan Documents, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, are true and correct on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.15, the
representations and warranties contained in subsections (a) and (b)
of Section 6.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section
7.01, and (B) no Default exists.  The
Term Loans outstanding on the Increase Effective Date shall be reallocated and
adjusted between and among the applicable Lenders, and the Borrower shall pay
any additional amounts required pursuant to Section 4.05 resulting
therefrom, to the extent necessary to keep the outstanding applicable Segments
of the Term Loans ratable among the applicable Lenders with any revised Pro
Rata Term A Shares or Pro Rata Term B Shares, as applicable, arising from any
nonratable increase in the applicable Term Loans under this Section 2.15.


(f)                                    Conflicting
Provisions.  This Section 2.15
shall supersede any provisions in Section 2.14 or 11.01 to the
contrary.


ARTICLE III.  

SECURITY


3.01                        Security.  As security for the full and timely payment
and performance of all Obligations, the Borrower shall, and shall cause all
other Loan Parties to, on or before the Closing Date (or, with respect to
certain real property collateral, within the time provided in the Post-Closing
Agreement), do or cause to be done all things necessary in the opinion of the
Administrative Agent and its counsel to grant to the Administrative Agent for
the benefit of the Secured Parties a duly perfected first priority security
interest in all Collateral subject to no prior Lien or other encumbrance or
restriction on transfer, except as expressly permitted hereunder.  Without limiting the foregoing, and to the
extent not previously delivered in connection with the Existing Agreement, on
the Closing Date (or, with respect to certain real property collateral, within
the time provided in the Post-Closing Agreement) the Borrower shall deliver,
and shall cause each Guarantor to deliver, to the Administrative Agent, in form
and substance reasonably acceptable to the Administrative Agent, (a) if such
party has rights in any Pledged Interests (i) the Pledge Agreement which shall
pledge all of the Pledged Interests held by such party to the Administrative
Agent for the benefit of the Secured Parties, and (ii) if such Pledged
Interests are in the form of certificated securities, such certificated
securities, together with undated stock powers or other appropriate transfer
documents indorsed in blank pertaining thereto, (b) the Security Agreement,
which shall pledge to the Administrative Agent for the benefit of the Secured
Parties certain personal property of the Borrower and the Guarantors more
particularly described therein, (c) if such party has a fee interest in any of
the real property set forth on Schedule 3.01, which schedule includes
all real property with respect to which a Mortgage has been granted in
connection with the Existing Agreement or as of the Closing Date is required to
be granted hereunder pursuant to the test set forth in Section 3.02(b),
a Mortgage (or amendment or modification to a Mortgage entered into in
connection with the Existing Agreement) with 



 73
 









respect thereto and such Mortgaged Property Support
Documents (or amendments or modifications thereto or endorsements thereof, as
appropriate) as the Administrative Agent may request, and (d) Uniform
Commercial Code financing statements in form, substance and number as requested
by the Administrative Agent, reflecting the Lien in favor of the Secured
Parties on the Pledged Interests and all other Collateral, and shall take such
further action and deliver or cause to be delivered such further documents as
required by the Security Instruments or otherwise as the Administrative Agent may
request to effect the transactions contemplated by this Article III.  The Borrower shall also, and shall cause each
Guarantor, to pledge to the Administrative Agent for the benefit of the Secured
Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged
Interests acquired or created after the Closing Date and held by such party, or
otherwise acquired by such party and not theretofore pledged to the
Administrative Agent for the benefit of the Secured Parties, and to deliver to
the Administrative Agent all of the documents and instruments in connection
therewith as are required pursuant to the terms of Section 7.12 and of
the Security Instruments.


3.02                        Further Assurances.


(a)                                  At
the request of the Administrative Agent, the Borrower will or will cause all
other Loan Parties, as the case may be, from time to time to execute, by its
duly authorized officers, alone or with the Administrative Agent, any
certificate, instrument, financing statement, control agreement, statement or
document, or to procure any such certificate, instrument, statement or
document, or to take such other action (and pay all connected costs) which the
Administrative Agent reasonably deems necessary from time to time to create,
continue or preserve the liens and security interests in Collateral (and the
perfection and priority thereof) of the Administrative Agent contemplated
hereby and by the other Loan Documents and specifically including all
Collateral acquired by the Borrower or other Loan Party after the Closing Date.


(b)                                 Without
limiting the generality of the foregoing subsection (a), in the event that the
Borrower or any Loan Party (or any Domestic Subsidiary that is required to be a
Loan Party pursuant to the terms of this Agreement) shall acquire (including as
a result of the creation or acquisition of a Restricted Subsidiary or an
existing Subsidiary becoming a Restricted Subsidiary, in each case in
accordance with the terms of this Agreement) any fee interest in real property
having a fair market value as determined in good faith by the Administrative
Agent or the Borrower in excess of $10,000,000 in the aggregate, the Borrower
or the applicable Domestic Subsidiary shall, promptly after such acquisition,
execute and deliver to the Administrative Agent a Mortgage in favor of the
Administrative Agent, as mortgagee for the ratable benefit of the Lenders, and
provide the Administrative Agent with evidence of the completion (or reasonably
satisfactory arrangements for the completion) of all recordings and filings of
such Mortgage as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to effectively create a valid, perfected, first
priority Lien, subject to Liens permitted by Section 8.01(a), (c),
(d), (g), (h), (i) or (j), against the
properties purported to be covered thereby, including evidence of the payment
of any filing or recordation fees or taxes, and deliver to the Administrative
Agent such Mortgaged Property Support Documents as the Administrative Agent may
request with respect to the property purported to be covered by such Mortgage.



 74
 









(c)                                  Without
limiting the generality of the foregoing subsection (a), prior to entering into
any new lease of real property or renewing any existing lease of real property
following the Closing Date, the Borrower shall, and shall cause each of its
Domestic Subsidiaries that are or are required to be Loan Parties to, use its
(and their) best efforts (which shall not require the expenditure of cash or
the making of any material concessions under the relevant lease) to deliver to
the Administrative Agent a waiver, in form and substance reasonably
satisfactory to the Administrative Agent, executed by the lessor of any real
property that is to be leased by the Borrower or such Domestic Subsidiary for a
term in excess of one year in any state which by statute grants such lessor a “landlord’s”
(or similar) Lien which is superior to the Administrative Agent’s, to the
extent the value of any personal property of the Borrower and its Domestic
Subsidiaries that are Restricted Subsidiaries held or to be held at such leased
property exceeds (or it is anticipated that the value of such personal property
will, at any point in time during the term of such leasehold term, exceed)
$12,000,000.


(d)                                 The
Administrative Agent is hereby irrevocably authorized to execute (if necessary)
and file or cause to be filed, with or if permitted by applicable law without
the signature of the Borrower or any Loan Party appearing thereon, all Uniform
Commercial Code financing statements reflecting the Borrower or any other Loan
Party as “debtor” and the Administrative Agent as “secured party”, and
continuations thereof and amendments thereto, as the Administrative Agent
reasonably deems necessary or advisable to give effect to the transactions
contemplated hereby and by the other Loan Documents.


3.03                        Information Regarding Collateral.  The Borrower represents, warrants and
covenants that (a) the chief executive office of the Borrower and each other
Person providing Collateral pursuant to a Security Instrument (each, a “Grantor”) at the
Closing Date is located at the address or addresses specified on Schedule
3.03, and (b) Schedule 3.03 contains a true and complete list of (i)
the exact legal name, jurisdiction of formation, and address within the United
States of each Grantor and of each other Person that has effected any merger or
consolidation with a Grantor or contributed or transferred to a Grantor any
property constituting Collateral at any time since January 1, 2002 (excluding
Persons making sales in the ordinary course of their businesses to a Grantor of
property constituting inventory in the hands of such seller), (ii) the exact
legal name, jurisdiction of formation, jurisdiction identification number, and
each location of the chief executive office of each Grantor at any time since
January 1, 2002, (iii) each location within the United States in which material
goods constituting Collateral are located as of the Closing Date (together with
the name of each owner of the property located at such address if not the
applicable Grantor, and a summary description of the relationship between the
applicable Grantor and such Person), and (iv) each trade name, trademark or
other trade style used by any Grantor as of the Closing Date and the purposes
for which it is or was used.  The
Borrower shall not change, and shall not permit any other Grantor to change,
its name, jurisdiction of formation (whether by reincorporation, merger or
otherwise), the location of its chief executive office or any location
specified in clause (b)(iii) of the immediately preceding sentence, or use or
permit any other Grantor to use, any additional trade name, trademark or other
trade style, except upon giving not less than thirty (30) days’ prior written
notice to the Agent and taking or causing to be taken all such action at
Borrower’s or such other Grantor’s expense as may be reasonably requested by
the Administrative Agent to perfect or maintain the perfection of the Lien of
the Administrative Agent in Collateral.



 75
 









ARTICLE IV.

TAXES, YIELD PROTECTION AND ILLEGALITY


4.01                        Taxes.


(a)                                  Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of the Borrower hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if
the Borrower shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


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


(c)                                  Indemnification
by the Borrower.  The Borrower shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 30
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error.


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


(e)                                  Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Borrower is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate of withholding.  In
addition, any Lender, if requested by the 



 76
 









Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.


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


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


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


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


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


(f)                                    Treatment
of Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net
of all out-of-pocket expenses of the Administrative Agent, such Lender or the
L/C Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund), provided
that the Borrower, upon the request of the Administrative Agent, such Lender or
the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make
available its tax returns (or any 



 77
 









other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.


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


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


4.04                        Increased
Costs; Reserves on Eurocurrency
Rate Loans.


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


(i)                                     impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except
(A) any reserve requirement
contemplated by Section 4.04(e) and (B) the requirements of the 



 78
 









Bank
of England and the Financial Services Authority or the European Central Bank
reflected in the Mandatory Cost, other than as set forth below) or the L/C
Issuer ;


(ii)                                  subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any Bankers’ Acceptance, any
participation in a Letter of Credit or a Bankers’ Acceptance, or any
Eurocurrency Rate Loan made by it, or change the basis of taxation of payments
to such Lender or the L/C Issuer in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 4.01 and the imposition of, or
any change in the rate of, any Excluded Tax payable by such Lender or the L/C
Issuer);


(iii)                               result
in the failure of the Mandatory Cost, as calculated hereunder, to represent the
cost to any Lender of complying with the requirements of the Bank of England
and/or the Financial Services Authority or the European Central Bank in
relation to its making, funding or maintaining Eurocurrency Rate Loans; or


(iv)                              impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans
made by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurocurrency Rate
Loan (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or the L/C Issuer of participating in, issuing or
maintaining any Letter of Credit or Bankers’ Acceptance (or of maintaining its
obligation to participate in or to issue any Letter of Credit or Bankers’
Acceptance), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrower will
pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.


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



 79
 









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


(d)                                 Delay
in Requests.  Failure or delay on the
part of any Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender’s or the L/C Issuer’s right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the L/C
Issuer pursuant to the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than six months prior to the date
that such Lender or the L/C Issuer, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or the L/C Issuer’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof).


(e)                                  Reserves on Eurocurrency Rate Loans.  The
Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Loan, provided
the Borrower shall have received at least 10 days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.


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


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


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


(c)                                  any
failure by any Borrower to make payment of any Loan or drawing under any Letter
of Credit (or interest due thereon) denominated in an Alternative Currency on
its scheduled due date or any payment thereof in a different currency; or



 80















(d)                                 any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to Section
11.13;


including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay
any customary administrative fees charged by such Lender in connection with the
foregoing.


For purposes of calculating amounts payable by the
Borrower to the Lenders under this Section 4.05, each Lender shall be
deemed to have funded each Eurocurrency Rate Loan made by it at the  Eurocurrency Rate for such Loan by a matching
deposit or other borrowing in the London interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.


4.06                        Mitigation
Obligations; Replacement of Lenders.


(a)                                  Designation
of a Different Lending Office.  If
any Lender requests compensation under Section 4.04, or the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 4.01, or if
any Lender gives a notice pursuant to Section 4.02, then such Lender
shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 4.01 or 4.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to Section
4.02, as applicable, and (ii) in each case, would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender.  The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


(b)                                 Replacement
of Lenders.  If any Lender requests
compensation under Section 4.04, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 4.01, the Borrower may replace
such Lender in accordance with Section 11.13.


4.07                        Survival.  All of the Borrower’s obligations under this Article
IV shall survive termination of the Aggregate Commitments and repayment of
all other Obligations hereunder.


ARTICLE V.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


5.01                        Conditions
of Initial Credit Extension.  The
obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:


(a)                                  The
Administrative Agent’s receipt of the following (except those items that are
expressly permitted to be delivered after the Closing Date pursuant to the
Post-Closing 



 81
 









Agreement), each of which shall be originals or
facsimiles (followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and its legal counsel:


(i)                                     executed
counterparts of this Agreement, each of the Security Instruments and the
Guaranty sufficient in number for distribution to the Administrative Agent,
each Lender and the Borrower;


(ii)                                  Revolving
Loan Notes executed by the Borrower in favor of each Revolving Lender
requesting such a Note;


(iii)                               Term
Loan Notes executed by the Borrower in favor of each applicable Term Lender
requesting such a Note;


(iv)                              such
certificates of resolutions or other action, incumbency certificates (including
specimen signatures), and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent may require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act as
a Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party;


(v)                                 such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and that each of
the Borrower and each Guarantor is validly existing, in good standing and
qualified to engage in business in its jurisdiction of organization and in any
other jurisdiction requested by the Administrative Agent, including certified
copies of each Loan Party’s Organization Documents, shareholders’ agreements,
certificates of good standing and/or qualification to engage in business;


(vi)                              a
favorable opinion of Simpson Thacher & Bartlett LLP, counsel to the Loan
Parties, and appropriate local counsel to the Loan Parties, each addressed to
the Administrative Agent and each Lender, as to the matters concerning the Loan
Parties and the Loan Documents as the Administrative Agent or the Required
Lenders may reasonably request;


(vii)                           certificates
of Responsible Officers of the Borrower or the applicable Loan Parties either
(A) identifying all consents, licenses and approvals required in connection
with the execution, delivery and performance by each Loan Party and the
validity against each such Loan Party of the Loan Documents to which it is a
party, and stating that such consents, licenses and approvals shall be in full
force and effect, and attaching true and correct copies thereof or (B) stating
that no such consents, licenses or approvals are so required;


(viii)                        a
certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections 5.02(a) and (b) have been
satisfied and (B) as to the matters described in Section 5.01(d);



 82
 









(ix)                                evidence
satisfactory to the Arrangers of the consummation, prior to or substantially
simultaneously with the occurrence of the Closing Date, of each of the
following, in each case in compliance with all applicable laws and regulations,
with the receipt of all necessary material governmental, shareholder and third
party consents and approvals:  (A) the
issuance of the Subordinated Notes in accordance with the terms of the
Subordinated Notes Indenture, and (B) the repurchase and termination of
substantially all of the Existing Subordinated Notes pursuant to the Existing
Subordinated Notes Tender, and (C) the repurchase and termination of
substantially all of the Existing Borrower Notes pursuant to the Existing
Borrower Notes Tender;


(x)                                   a
certificate signed by the Chief Financial Officer or the Chief Accounting
Officer of the Borrower certifying that, after giving effect to the entering
into of the Loan Documents, including this amendment and restatement of the
Existing Agreement, and the consummation of all of the Transactions, the
Borrower and its Subsidiaries, measured on a consolidated basis, are Solvent;


(xi)                                evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect;


(xii)                             an
initial Revolving Loan Notice, if any;


(xiii)                          an
initial Term Loan Interest Rate Selection Notice with respect to either or both
of the Term Loan Facilities, as applicable, if any;


(xiv)                         delivery
of Uniform Commercial Code financing statements, including amendments to
Uniform Commercial Code financing statements filed in connection with the
Existing Agreement, suitable in form and substance for filing in all places
required by applicable law to perfect the Liens of the Administrative Agent
under the Security Instruments as a first priority Lien as to items of
Collateral in which a security interest may be perfected by the filing of
financing statements, and such other documents and/or evidence of other actions
as may be reasonably necessary under applicable law to perfect the Liens of the
Administrative Agent under such Security Instruments as a first priority Lien
in and to such other Collateral as the Administrative Agent may require,
including without limitation the delivery by the Borrower of all certificates
evidencing Pledged Interests, accompanied in each case by duly executed stock
powers (or other appropriate transfer documents) in blank affixed thereto;


(xv)                            with
respect to those parcels of real property set forth on Schedule 3.01, a
Mortgage (or an amendment or modification to a Mortgage entered into in
connection with the Existing Agreement) and such Mortgaged Property Support
Documents as the Administrative Agent may request;


(xvi)                         Uniform
Commercial Code search results showing only those Liens as are acceptable to
the Lenders;


(xvii)                      executed
counterparts of the Post-Closing Agreement;



 83
 









(xviii)                   such other
assurances, certificates, documents, consents or opinions as the Administrative
Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders may
reasonably require.


(b)                                 Any
fees required to be paid on or before the Closing Date shall have been paid.


(c)                                  Unless
waived by the Administrative Agent, the Borrower shall have paid all reasonable
fees, charges and disbursements of counsel to the Administrative Agent to the
extent invoiced prior to or on the Closing Date, plus such additional amounts
of such reasonable fees, charges and disbursements as shall constitute its
reasonable estimate of such reasonable fees, charges and disbursements incurred
or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent).


(d)                                 The
Administrative Agent shall be satisfied that after giving effect to the initial
Credit Extension hereunder, the remaining amount available to be drawn under
the Revolving Credit Facility shall not be less than $100,000,000.


Without limiting the generality of the provisions of Section
10.04, for purposes of determining compliance with the conditions specified
in this Section 5.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


5.02                        Conditions
to all Credit Extensions.  The
obligation of each Lender to honor any Request for Credit Extension (other than
a Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting
only a conversion of Revolving Loans or Segments, as applicable, to the other
Type or a continuation of Eurocurrency Rate Loans or Eurocurrency Rate
Segments, as applicable) or make the initial Credit Extension hereunder is
subject to the following conditions precedent:


(a)                                  The
representations and warranties of the Borrower and each other Loan Party
contained in Article VI or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
5.02(a), the representations and warranties contained in subsections (a)
and (b) of Section 6.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
7.01.


(b)                                 No
Default or Event of Default shall have occurred and be continuing, or would
result from such proposed Credit Extension or from the application of the
proceeds thereof.


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



 84
 









(d)                                 No
limitation exists on any Borrowing or Credit Extension contained in Article
II.


(e)                                  In
the case of a Credit Extension to be denominated in an Alternative Currency,
there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent,
the Required Revolving Lenders (in the case of any Loans to be denominated in
an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit
to be denominated in an Alternative Currency) would make it impracticable for
such Credit Extension to be denominated in the relevant Alternative Currency.


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


ARTICLE VI.

REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants to the
Administrative Agent and the Lenders, subject to the limitation set forth in Section
5.02(a), that:


6.01                        Existence,
Qualification and Power; Compliance with Laws.  Each Loan Party (a) is a corporation,
partnership or limited liability company duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation, organization or formation, (b) has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business as is now
being conducted and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party and to consummate the Transactions, (c)
is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.


6.02                        Authorization;
No Contravention.  The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is party, and the consummation of the Transactions, have been duly
authorized by all necessary corporate or other organizational action, and do
not and will not (a) contravene the terms of the Organization Documents of any
such Person or of any Person whose Equity Interests are being pledged; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under (i) any Contractual Obligation to which such Person or any
Person whose Equity Interests are being pledged is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law.



 85
 









6.03                        Governmental
Authorization; Other Consents.  No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan
Document or the consummation of the Transactions.


6.04                        Binding
Effect.  This Agreement has been, and
each other Loan Document, when delivered hereunder, will have been, duly
executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, except (a) as rights to
indemnification hereunder may be limited by applicable Law and (b) as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar Laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.


6.05                        Financial
Statements; No Material Adverse Effect.


(a)                                  The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of operations
for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness.


(b)                                 The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated
as of March 31, 2007, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for the fiscal quarter then
ended (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein, and
(ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments.


(c)                                  Since
the later of (i) the date of the Audited Financial Statements and (ii) the date
of the most recent audited financial statements delivered pursuant to Section
7.01(a), there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.


(d)                                 The
Borrower and its Subsidiaries, on a consolidated basis, have no material
indebtedness or other liabilities, direct or contingent, including liabilities
for taxes, material commitments and Indebtedness, except to the extent (i) set
forth in the most recent of (A) the Audited Financial Statements and (B) the
financial statements most recently delivered pursuant to Section 7.01(a)
or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since
the date referred to in subsection (i) hereof in accordance with the terms of
this Agreement and the other Loan Documents.



 86
 









6.06                        Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower after due
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document or any of the
Transactions or (b) except as specifically disclosed in Schedule 6.06,
either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect, and there has been no
adverse change in the status, or financial effect on any Loan Party or any
Subsidiary thereof, of the matters described on Schedule 6.06 which
could reasonably be expected to have a Material Adverse Effect.


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


6.08                        Ownership
of Property; Liens.  Each of the
Borrower and each Subsidiary has good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  The property of
the Borrower and its Subsidiaries is subject to no Liens, other than Liens
permitted by Section 8.01.


6.09                        Environmental
Compliance.  The Borrower and its
Restricted Subsidiaries conduct in the ordinary course of business a review of
the effect of existing Environmental Laws and claims alleging potential
liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the
Borrower has reasonably concluded that, except as set forth on Schedule 6.09,
such Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


6.10                        Insurance.  The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable
Subsidiary operates, none of which insurance shall be provided by any
Subsidiary or any other Affiliate of the Borrower.


6.11                        Taxes.  The Borrower and its Subsidiaries have filed
all Federal, state and other material tax returns and reports required to be
filed, and have paid all Federal, state and other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with
GAAP.  Except as specifically described
on Schedule 6.11 hereto, there is no proposed tax assessment against the
Borrower or any 



 87
 









Subsidiary that would, if made, have a Material
Adverse Effect.  Neither any Loan Party
nor any Subsidiary thereof is party to any tax sharing agreement other than the
Tax Sharing Agreement.


6.12                        ERISA
Compliance.


(a)                                  Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other applicable Laws, including Foreign Benefit
Laws.  Except as set forth on Schedule
6.12, each Plan that is intended to qualify under section 401(a) of the
Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto or an application for such letter will be filed within twelve
months of the first Plan year for a newly adopted Plan and, to the best
knowledge of the Borrower, nothing has occurred which would reasonably be
expected to  prevent, or cause the loss
of, such qualification.  Each Plan
subject to any Foreign Benefit Law has, if required under applicable Foreign
Benefit Law, received the required approvals by any Governmental Authority
regulating such Plan or an application for such approvals is currently being
processed, except to the extent that the failure to so obtain such approval
could not reasonably be expected to have a Material Adverse Effect.  The Borrower and each ERISA Affiliate have
made all required contributions to each Plan subject to section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to section 412 of the Code has been made with
respect to any Plan.  The Borrower has
not (i) failed to make a required contribution or payment with respect to any Foreign
Pension Plan, or (ii) otherwise failed to operate in compliance with any
Foreign Pension Plan except to the extent that the failure to so operate  could not reasonably be expected to have a
Material Adverse Effect.


(b)                                 There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any
ERISA Affiliate has engaged in a non-exempt prohibited transaction or violation
of the fiduciary responsibility rules described in section 4975 of the Code or
Part 4 of Title I of ERISA with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.


(c)                                  (i)
No ERISA Event has occurred for which any liability remains unsatisfied or is
reasonably expected to occur; (ii) except to the extent it could reasonably be
expected to have  a Material Adverse
Effect, no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has had imposed on it, or reasonably expects
to have imposed on it, any material liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any material liability (and no event
has occurred which, with the giving of notice under Section 4219 of ERISA,
would reasonably be expected to result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) to the knowledge
of the Borrower, neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA.


(d)                                 Each
Plan governed by any Foreign Benefit Law is (i) funded to at least the minimum
level required by law or, if higher, to the level required by the terms
governing the 



 88
 









Plan, (ii) provided for or recognized in the financial
statements most recently delivered to the Administrative Agent or (iii)
estimated in the formal notes to the financial statements most recently
delivered to the Administrative Agent; provided, that the failure to so
fund, provide for, recognize or estimate the liabilities arising under such
Plan shall not be deemed to be a breach of this representation unless such
failure could reasonably be expected to have a Material Adverse Effect.


6.13                        Subsidiaries;
Equity Interests.  The Borrower (a) has no Subsidiaries
other than those specifically disclosed in Schedule 6.13(a) or created
or acquired in compliance with Section 7.12, and (b) has no equity
investments in any other corporation or entity other than those specifically
disclosed Schedule 6.13(b) or made after the Closing Date in compliance
with this Agreement and the other Loan Documents.


6.14                        Margin
Regulations; Investment Company Act. 
The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.  None of the Borrower,
any Person Controlling the Borrower, or any Subsidiary is or is required to be
registered as an “investment company” under the Investment Company Act of 1940.


6.15                        Disclosure.  The Borrower has disclosed to the
Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and
all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf
of any Loan Party to the Administrative Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.


6.16                        Compliance
with Laws.  Each of the Borrower and
each Subsidiary is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its properties, except in such instances in which (a) such requirement of Law
or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


6.17                        Intellectual
Property; Licenses, Etc.  The Borrower and its Subsidiaries own, or
possess the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP
Rights”) that are
reasonably necessary for the operation of their respective businesses, without
known conflict with the IP Rights of any other Person, except to the extent any
failure so to own or 



 89
 









possess the right to use
could not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Borrower, the
operation by the Borrower and its Subsidiaries of their respective businesses
does not infringe upon any IP Rights held by any other Person.


6.18                        Senior
Indebtedness.  All Obligations
including those to pay principal of and interest (including post-petition
interest, whether or not allowed as a claim under bankruptcy or similar laws)
on the Loans and other Obligations, and fees and expenses in connection
therewith, constitute “Designated Senior Indebtedness” or similar term relating
to the Obligations and all such Obligations are entitled to the benefits of the
subordination created by the Subordinated Notes Indenture or any other
applicable Permitted Subordinated Debt Document, as applicable. The Borrower
acknowledges that the Administrative Agent, each Lender and the L/C Issuer is
entering into this Agreement and is extending its Commitments in reliance upon
the subordination provisions of the Subordinated Notes Indenture or applicable
Permitted Subordinated Debt Document.


ARTICLE VII.

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Revolving Credit
Commitment hereunder, any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit or Bankers’ Acceptance shall
remain outstanding, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 7.01, 7.02, 7.03 and 7.11)
cause each Restricted Subsidiary to:


7.01                        Financial
Statements.  Deliver to the
Administrative Agent and each Lender:


(a)                                  as
soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower or, if earlier, 15 days after the date required to be
filed with the SEC (without giving effect to any extension permitted by the
SEC), a consolidated balance sheet of the Borrower and its  Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, and audited and
accompanied by (i) a report and opinion of a Registered Public Accounting Firm
of nationally recognized standing reasonably acceptable to the Administrative
Agent (the “Auditor”),
which report and opinion shall be prepared in accordance with audit standards of the Public Company
Accounting Oversight Board and applicable Securities Laws and shall not
be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit or with respect to the absence of material
misstatement and (ii) to the extent required to be prepared under
applicable Securities Laws, the report(s) of management on the Borrower’s
internal control over financial reporting pursuant to Items 308(a) and 308(c)
of Regulation S-K promulgated under the Exchange Act, the Auditor’s attestation
report on management’s assessment of the Borrower’s internal control over
financial reporting as filed with the SEC on Form 10-K for the Borrower, and an
independent assessment by the Auditor as to the effectiveness of the Borrower’s
internal control over financial reporting as required by Auditing Standard No.
2 of the Public Company Accounting Oversight Board; and



 90
 









(b)                                 as
soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower or, if earlier,
five Business Days after the date required to be filed with the SEC (without
giving effect to any extension permitted by the SEC), a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or operations, and
cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal
year then ended, setting forth in each case in comparative form the figures
consistent with the Borrower’s financial statements filed with the SEC with
respect to the fiscal quarter ended July 2, 2005, or with other comparative
figures as are acceptable to the Administrative Agent, all in reasonable detail
and certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows
of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.


(c)                                  simultaneously with the delivery of each set
of consolidated financial statements referred to in clauses (a) and (b) above,
the related consolidating financial statements reflecting the adjustments
necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from
such consolidated financial statements, or otherwise demonstrating in a manner
reasonably satisfactory to the Administrative Agent compliance with the
provisions of Section 7.15 relating to the Unrestricted Subsidiaries.


As to any information contained in materials furnished
pursuant to Section 7.02(d), the Borrower shall not be separately
required to furnish such information under clause (a) or (b) above, but the
foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in subsections (a) and (b)
above at the times specified therein.


7.02                        Certificates;
Other Information.  Deliver to the
Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:


(a)                                  concurrently
with the delivery of the financial statements referred to in Section 7.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary they
have not become aware of any Default  in
respect of any term, covenant, condition of Section 8.12 or other
provision in so far as they relate to accounting matters or, if any such
Default shall exist, stating the nature and status of such event;


(b)                                 concurrently
with the delivery of the financial statements referred to in Sections
7.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;


(c)                                  promptly
after any request by the Administrative Agent, documents and other information
supporting the calculation of any defined term used in the computation in any
Compliance Certificate of the financial covenants set forth in Section 8.12;


(d)                                 promptly
after the same are available, copies of each annual report, proxy or financial
statement sent to the stockholders of the Borrower, and copies of all annual,
regular, 



 91
 









periodic and special reports and registration
statements which the Borrower may file or be required to file with the SEC
under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto;


(e)                                  promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may from time to time
reasonably request.


Documents required to be delivered pursuant to Section
7.01(a) or (b) or Section 7.02(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower’s website on the Internet at the
website address listed on Schedule 11.02; or (ii) on which such
documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver
paper copies of such documents to the Administrative Agent or any Lender that
requests the Borrower to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent and each Lender of the posting of any
such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 7.02(b) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.


The Borrower hereby acknowledges that (a) the
Administrative Agent and/or the Arrangers will make available to the Lenders
and the L/C Issuer materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information
with respect to the Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that, so long as the Borrower is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to
a private offering or is actively contemplating issuing any such securities,
(w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to
have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the 



 92
 









Borrower or its securities for purposes of United
States Federal and state securities laws (provided, however, that
to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 11.07); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor”; and (z) the Administrative Agent and the
Arrangers shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not
designated “Public Investor”.  Notwithstanding the foregoing, the Borrower
shall be under no obligation to mark any Borrower Materials “PUBLIC.”


7.03                        Notices.  Promptly notify the Administrative Agent and
each Lender:


(a)                                  of
the occurrence of any Default;


(b)                                 of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;


(c)                                  of
the occurrence of any ERISA Event; and


(d)                                 of
any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary, including any determination by the Borrower
referred to in Section 2.11(b).


Each notice pursuant to this Section 7.03 shall
be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


7.04                        Payment of
Obligations.  Pay and discharge as
the same shall become due and payable, all its obligations and liabilities,
including (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Borrower or such
Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien
upon its property, except to the extent that any such Lien would otherwise be
permitted by Section 8.01; and (c) all Indebtedness having an aggregate
principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $10,000,000, as and when due and payable, but
subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.


7.05                        Preservation
of Existence, Etc.  (a) Preserve,
renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization or formation
except in a transaction permitted by Section 8.04 or 8.05; (b)
take all 



 93
 









reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) preserve or
renew all of its registered patents, trademarks, trade names and service marks,
the non-preservation of which could reasonably be expected to have a Material
Adverse Effect.


7.06                        Maintenance
of Properties.  (a) Maintain,
preserve and protect all of its properties (other than insignificant
properties) and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; (b) make all necessary repairs thereto and renewals and replacements
thereof except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (c)
use the standard of care typical in the industry in the operation and
maintenance of its facilities.


7.07                        Maintenance
of Insurance.  In the event
compliance with the insurance requirements set forth in the Security
Instruments does not satisfy the following requirements, and not in limitation
of such insurance requirements in the Security Instruments, maintain, with financially
sound and reputable insurance companies, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and
in such amounts as are customarily carried under similar circumstances by such
other Persons  and providing for not less than 15 days’ prior notice to the
Administrative Agent of termination, lapse or cancellation of such insurance,
none of which insurance (other than worker’s compensation insurance, disability
insurance and other similar types of insurance that do not constitute the
insurance of its properties or of interruptions to its business operations)
shall be provided by any Subsidiary or any other Affiliate of the Borrower.


7.08                        Compliance
with Laws.  Comply in all material
respects with the requirements of all Laws (including without limitation all
applicable Environmental Laws) and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.


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


7.10                        Inspection
Rights.  Permit representatives and
independent contractors of the Administrative Agent and each Lender to visit
and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its officers, and independent
public accountants, all at such reasonable times during normal business hours
and as often as may be reasonably desired, upon reasonable advance notice to
the Borrower; provided, however, that when an Event 



 94
 









of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and without advance notice.


7.11                        Use of
Proceeds.  Use the proceeds of the
Credit Extensions (i) to finance a portion of the Existing Senior
Subordinated Notes Tender and the Existing Borrower Notes Tender, (ii) to pay
fees and expenses in connection with the Transactions, and/or (iii) for working
capital, capital expenditures, and other general corporate purposes not in
contravention of any Law or of any Loan Document.


7.12                        New
Subsidiaries, Pledgors and Real Property.


(a)                                  As
soon as practicable but in any event within 30 Business Days following the
acquisition or creation of any Subsidiary that is a Restricted Subsidiary
(other than a Receivables Co.), or the time any existing Subsidiary (other than
any Unrestricted Subsidiary or any Receivables Co.) becomes a Material
Subsidiary (including as a result of a Subsidiary becoming a Restricted
Subsidiary pursuant to Section 7.15 or otherwise) or is otherwise
required to become a Guarantor in compliance with Section 7.15(b)(i), in
each such case cause to be delivered to the Administrative Agent each of the
following:


(i)                                     if
such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a
Guaranty Joinder Agreement duly executed by such Material Subsidiary;


(ii)                                  if
such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, (A) a
Security Joinder Agreement duly executed by such Material Subsidiary (with all
schedules thereto appropriately completed) and (B) if such Material Subsidiary
owns a fee interest in any real property having a fair market value in excess
of $10,000,000, those documents as are required by Section 3.02(b);


(iii)                               if
such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary
or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued
by such Material Subsidiary are Pledged Interests and are owned by a Material
Subsidiary who has not then executed and delivered to the Administrative Agent
the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the
Administrative Agent, for the benefit of the Secured Parties, in such Pledged
Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately
completed) duly executed by the Material Subsidiary that directly owns such
Pledged Interests;


(iv)                              if
such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary
or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued
by such Material Subsidiary are owned by the Borrower or a Material Subsidiary
who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a
Pledge Agreement Supplement by the Borrower (if applicable) and each Material
Subsidiary that owns any of such Pledged Interests with respect to such Pledged
Interests in the form required by the Pledge Agreement;


(v)                                 if
such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or
Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge 



 95
 









Joinder Agreement (with
all schedules thereto appropriately completed) duly executed by such Material
Subsidiary;


(vi)                              if
the Pledged Interests issued or owned by such Subsidiary constitute securities
under Article 8 of the Uniform Commercial Code (A) the certificates representing
100% of such Pledged Interests and (B) duly executed, undated stock powers or
other appropriate powers of assignment in blank affixed thereto;


(vii)                           with
respect to any Person that has executed a Pledge Joinder Agreement, a Pledge
Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code
financing statements naming such Person as “Debtor” and naming the
Administrative Agent for the benefit of the Secured Parties as “Secured Party,”
in form, substance and number sufficient in the reasonable opinion of the
Administrative Agent and its special counsel to be filed in all Uniform
Commercial Code filing offices and in all jurisdictions in which filing is
necessary to perfect in favor of the Administrative Agent for the benefit of
the Secured Parties the Lien on the Collateral conferred under such Security
Instrument to the extent such Lien may be perfected by Uniform Commercial Code
filing;


(viii)                        upon the
reasonable request of the Administrative Agent, an opinion of counsel to each
Subsidiary executing any Joinder Agreement or Pledge Supplement, and the
Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section
7.12, dated as of the date of delivery of such applicable Joinder
Agreements (and other Loan Documents) provided for in this Section 7.12
and addressed to the Administrative Agent and the Lenders, in form and
substance reasonably acceptable to the Administrative Agent, each of which
opinions may be in form and substance, including assumptions and qualifications
contained therein, substantially similar to those opinions of counsel delivered
pursuant to Section 5.01(a); and


(ix)                                with
respect to each Subsidiary executing any Joinder Agreement or Pledge
Supplement, and the Borrower if it executes a Pledge Agreement Supplement,
pursuant to this Section 7.12, current copies of the Organization
Documents of each such Person, minutes of duly called and conducted meetings
(or duly effected consent actions) of the Board of Directors, partners, or
appropriate committees thereof (and, if required by such Organization Documents
or applicable law, of the shareholders, members or partners) of such Person
authorizing the actions and the execution and delivery of documents described
in this Section 7.12, all certified by the applicable Governmental
Authority or appropriate officer as the Administrative Agent may elect.


(b)                                 As
soon as practicable but in any event within 30 Business Days following the
acquisition of any Pledged Interests by any Material Subsidiary who has not
theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who
is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section
7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder
Agreement (with all schedules thereto appropriately completed) duly executed by
such Material Subsidiary, and the documents, stock certificates, stock powers,
financing statements, opinions, Organization Documents and organizational
action 



 96
 









relating thereto and to the pledge contained therein
and described in Section 7.12(a)(vi), (vii), (viii) and (ix).


(c)                                  As
soon as practicable but in any event within 30 Business Days following the
acquisition of any fee interest in any real property having a fair market value
in excess of $10,000,000 by any Material Subsidiary, notify the Administrative
Agent of such acquisition and provide to the Administrative Agent the location
and use of such real property, and if requested by the Administrative Agent,
cause to be delivered to the Administrative Agent a Mortgage with respect
thereto, along with such Mortgaged Property Support Documents as are requested
by the Administrative Agent, duly executed by such Material Subsidiary, and
such other documents, financing statements and opinions with respect to the
grant of a mortgage therein as the Administrative Agent may reasonably request,
including evidence of the payment of any filing or recordation fees or taxes.


7.13                        Compliance with ERISA.  Do, and cause each of its ERISA
Affiliates to do, each of the following: (a) maintain each Plan in compliance
in all material respects with the applicable provisions of ERISA, the Code and
other applicable Laws, including Foreign Benefit Laws; (b) cause each Plan
which is qualified under section 401(a) of the Code to maintain such
qualification; (c) cause each Plan subject to any Foreign Benefit Law to
maintain any required approvals by any Governmental Authority regulating such
Plan, (d) make all required contributions to any Plan subject to section 412 of
the Code, and (e) make all required contributions and payments to any Foreign
Pension Plans.


7.14                        Further Assurances.  At the Borrower’s cost and
expense, upon request of the Administrative Agent, duly execute and deliver or
cause to be duly executed and delivered, to the Administrative Agent such
further instruments, documents, certificates, financing and continuation
statements, and do and cause to be done such further acts that may be
reasonably necessary or advisable in the reasonable opinion of the Administrative
Agent to carry out more effectively the provisions and purposes of this
Agreement, the Guaranty, the Security Instruments and the other Loan Documents.


7.15                        Unrestricted Subsidiaries.


(a)                                  The
Borrower may at any time designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Default shall have
occurred and be continuing, (ii) no Restricted Subsidiary may be designated as
an Unrestricted Subsidiary if it was previously designated an Unrestricted
Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless
such Subsidiaries are being designated as Unrestricted Subsidiaries
simultaneously therewith), (iii) immediately after giving effect to such
designation (A) the Borrower and the Restricted Subsidiaries shall be in
compliance, on an historical pro forma basis, with the covenants set forth in Sections
8.02 and 8.12, (B) the aggregate amount of revenues of the
Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of
revenues of the Borrower and its Subsidiaries on a consolidated basis, (C) the
consolidated EBITDA (measured on the same basis as “Consolidated EBITDA”
provided herein, but for the Unrestricted Subsidiaries only) of the
Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA
(measured as if all Subsidiaries were Restricted Subsidiaries for this 



 97
 









purpose) of the Borrower and its Subsidiaries on a
consolidated basis, and (D) the aggregate amount of total assets of the
Unrestricted Subsidiaries shall not exceed 10% of the total assets of the
Borrower and its Subsidiaries, and (iv) prior to the effectiveness of any such
designation, the Borrower shall deliver to the Administrative Agent a
certificate setting forth in reasonable detail the calculations demonstrating
compliance with the preceding subsections (iii)(A) through (iii)(D).  The designation of any Subsidiary as an
Unrestricted Subsidiary shall constitute an Investment by the Borrower therein
at the date of designation in an amount equal to the sum of (i) the Borrower’s
direct or indirect equity ownership percentage of the net worth of such
designated Restricted Subsidiary immediately prior to such designation (such
net worth to be calculated without regard to any guarantee provided by such
designated Restricted Subsidiary) and (ii) without duplication, the aggregate
principal amount of all Indebtedness owed by such designated Unrestricted
Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not
previously Unrestricted Subsidiaries) to the Borrower or any Restricted
Subsidiary immediately prior to such designation, all calculated, except as set
forth in the parenthetical to clause (i), on a consolidated basis in accordance
with GAAP (and such designation shall only be permitted to the extent such
Investment is permitted under Section 8.03).


(b)                                 If
at any time:


(i)                                     an
Unrestricted Subsidiary becomes a guarantor of the Subordinated Notes or of any
other Indebtedness of the Borrower or any Restricted Subsidiary, then the
Borrower shall provide prompt notice thereof to the Administrative Agent, and
in any case within 10 days of such occurrence, and such Subsidiary shall
automatically become a Restricted Subsidiary and shall become a Guarantor in
compliance with, and otherwise satisfy the provisions of, Section 7.12,
or


(ii)                                  any
of the following occurs:  (x) the
aggregate amount of revenues of the Unrestricted Subsidiaries exceeds 10% of
the aggregate amount of revenues of the Borrower and its Subsidiaries on a
consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated
EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the
Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as
if all Subsidiaries were Restricted Subsidiaries for this purpose) of the
Borrower and its Subsidiaries on a consolidated basis, or (z) the aggregate
amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the
total assets of the Borrower and its Subsidiaries,


then in any such case the Borrower will promptly, and in any event
within 10 days thereafter, designate one or more Unrestricted Subsidiaries as
Restricted Subsidiaries so that, after such designation, none of the tests in
subsections (i), (ii) and (iii) is then violated.


(c)                                  If
at any time a Restricted Subsidiary is designated as an Unrestricted Subsidiary
in compliance with this Agreement, the Administrative Agent shall be authorized
to, and shall at the request of the Borrower, release such Unrestricted
Subsidiary from any Loan Document to which it is a party, and release the
Equity Interests of such Unrestricted Subsidiary from the pledge thereof
pursuant to the Pledge Agreement.



 98
 









(d)                                 If
at any time any Unrestricted Subsidiary is designated or becomes a Restricted
Subsidiary pursuant to the terms of this Agreement, such Restricted Subsidiary
shall, to the extent required thereby, comply with the provisions of Section
7.12 within the time required therein.


ARTICLE VIII.

NEGATIVE COVENANTS


So long as any Lender shall have any Revolving Credit
Commitment hereunder, any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit or Bankers’ Acceptance shall remain
outstanding, the Borrower shall not, nor shall it permit any Restricted  Subsidiary to, directly or indirectly:


8.01                        Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:


(a)                                  Liens
pursuant to any Loan Document;


(b)                                 Liens
existing on the date hereof and listed on Schedule 8.01 and any renewals
or extensions thereof, provided that the property covered thereby
consists only of the property covered by the Liens being renewed or extended
and any renewal or extension of the obligations secured or benefited thereby is
permitted by Section 8.03(b);


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


(d)                                 Liens
of carriers, warehousemen, mechanics, materialmen, repairmen, landlord or other
like Liens imposed by Law or arising in the ordinary course of business which
are not overdue for a period of more than 30 days or which are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person;


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


(f)                                    Liens
or deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than
bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business, and
including deposits (but not Liens) related to the acquisition of property;


(g)                                 (i)
Liens with respect to minor imperfections of title and easements,
rights-of-way, covenants, consents, reservations, encroachments, variations and
zoning and other similar 



 99
 









restrictions, charges, encumbrances or title defects
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person, (ii) in the case of any property covered by
a Mortgage, encumbrances disclosed in the title insurance policy issued to, and
reasonably approved by, the Administrative Agent insuring the Mortgage; and
(iii) in the case of any property covered by a Mortgage, upon certification by
the Borrower that an easement, right-of-way, restriction, reservation, permit,
servitude or other similar encumbrance granted or to be granted by the Borrower
or any such Restricted Subsidiary does not materially detract from the value of
or materially impair the use by the Borrower or such Restricted Subsidiary in
the ordinary course of its business of the property subject to or to be subject
to such encumbrance, the Administrative Agent shall execute such documents as
are reasonably requested to subordinate its Mortgage to such encumbrance;


(h)                                 with
respect to any Mortgaged Fee Property, Liens which appear as exceptions to the
Title Policy delivered to the Administrative Agent with respect to such
Mortgaged Fee Property that are not otherwise permitted by Section 8.01(a),
(c), (d), (g) or (i) and are acceptable to the
Administrative Agent, it being understood that Liens appearing on the Title
Policies delivered to the Administrative Agent on the Closing Date (or on such
later date as such Title Policies are delivered in accordance with the
Post-Closing Agreement and accepted by the Administrative Agent) are acceptable
to the Administrative Agent;


(i)                                     any
interest or title of a lessor or sublessor and any restriction or encumbrance
to which the interest or title of such lessor or sublessor may be subject that
is incurred in the ordinary course of business and, either individually or when
aggregated with all other Liens described in clauses (a) through (h) in effect
on any date of determination, could not be reasonably expected to have a
Material Adverse Effect;


(j)                                     Liens
securing judgments for the payment of money not constituting an Event of
Default under Section 9.01 or securing appeal or other surety bonds
related to such judgments;


(k)                                  Liens
securing Indebtedness permitted under Section 8.03(e); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition;


(l)                                     Liens in the nature of trustees’ Liens
granted pursuant to any indenture governing any Indebtedness permitted by Section
8.03, in each case in favor of the trustee under such indenture and
securing only obligations to pay compensation to such trustee, to reimburse its
expenses and to indemnify it under the terms thereof;


(m)                               Liens of sellers of goods to the Borrower and
the Restricted Subsidiaries arising under Article 2 of the UCC or similar
provisions of applicable law in the ordinary course of business, covering only
the goods sold and securing only the unpaid purchase price for such goods and
related expenses;



 100















(n)                                 Liens securing Assumed Indebtedness of the
Borrower and the Restricted Subsidiaries permitted pursuant to Section
8.03(f); provided that (i) such Liens do not at any time encumber
any property other than property of the
Subsidiary acquired, or the property acquired, and proceeds thereof in
connection with such Assumed Indebtedness and shall not attach to any assets of
the Borrower or any of the Restricted Subsidiaries theretofore existing or
(except for any such proceeds) which arise after the date thereof and
(ii) the Assumed Indebtedness and other
secured Indebtedness of the Borrower and the Restricted Subsidiaries secured by
any such Lien does not exceed the fair market value of the property
being acquired in connection with such
Assumed Indebtedness;


(o)                                 Liens on assets of Foreign Subsidiaries of
the Borrower securing Indebtedness of such Foreign Subsidiaries permitted
pursuant to clause (g) or (k) of Section 8.03;


(p)                                 Liens on the Equity Interests of Unrestricted
Subsidiaries securing Indebtedness incurred by such Unrestricted Subsidiaries;


(q)                                 operating leases or subleases granted by the
Borrower or any of the Restricted Subsidiaries to any other Person in the
ordinary course of business; and


(r)                                    Liens on (i) Accounts sold or contributed to
a Receivables Co. in  connection with a
Permitted Receivables Transaction, (ii) other assets related to such Accounts
and (iii) proceeds of the foregoing, in each case created in connection with
such Permitted Receivables Transaction.


8.02                        Investments.  Make any Investments, except:


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


(b)                                 loans
and advances to officers, directors and employees of the Borrower and its
Subsidiaries either (i) made in the ordinary course of the business of the
Borrower and its Subsidiaries as conducted on the Closing Date to the extent
permitted by applicable Law,  or (ii)
made in connection with the relocation of any such officer, director or
employee in an aggregate amount at any one time outstanding not to exceed
$5,000,000;


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


(d)                                 letters
of credit issued in support of and Guarantees permitted by Section 8.03;


(e)                                  equity
Investments existing as of the date hereof and as set forth in Schedule
6.13(a) or Schedule 6.13(b) and other Investments existing as of the
date hereof and as set forth in Schedule 8.02 and extensions or renewals
thereof, provided that no such extension or renewal shall be permitted
if it would (x) increase the amount of such Investment at the time of such
extension or renewal or (y) result in a Default hereunder;



 101
 









(f)                                    Investments
constituting Consolidated Capital Expenditures;


(g)                                 Investments
in the form of non-cash consideration received from a Disposition permitted by Section
8.05(e);


(h)                                 Investments
by the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary
consisting of the transfer of Equity Interests of a Foreign Subsidiary to
another Foreign Subsidiary that is a Restricted Subsidiary;


(i)                                     Investments
made or held by any Foreign Subsidiary of the Borrower that is a Restricted
Subsidiary in any other Foreign Subsidiary of the Borrower that is a Restricted
Subsidiary;


(j)                                     Investments
of the Borrower or any Domestic Subsidiary of the Borrower that is a Restricted
Subsidiary in the Borrower or any Domestic Subsidiary of the Borrower that is a
Restricted Subsidiary; provided that such Investments in any Receivables
Co. shall only be made in connection with and as part of a Permitted
Receivables Transaction;


(k)                                  Investments
in the form of securities of any Person acquired in an Acquisition permitted
hereunder and Assumed Indebtedness in respect of a Person or property acquired
in an Acquisition permitted hereunder;


(l)                                     Investments
in Swap Contracts permitted to be maintained under Section 8.03(d)  or required to be maintained under Section
7.15;


(m)                               Investments
consisting of Indebtedness held by the Borrower or any Restricted Subsidiary
arising on account of the accrual of interest on such Investments;


(n)                                 Investments
made by any Receivables Co. in connection with any Permitted Receivables
Transaction;


(o)                                 other
Investments (i) so long as at the time of making such Investment the
Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with
Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, in an
unlimited aggregate amount, and (ii) if at the time of making such Investment
the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance
with Sections 1.04(c) and (d)) is greater than 3.50 to 1.00 but
less than the maximum permitted level for the most recently ended fiscal
quarter set forth in Section 8.12(a), in an aggregate amount after the
Closing Date not to exceed the sum of (A) 5% of the total assets of the
Borrower and its Subsidiaries as of the end of the most recently ended fiscal
year of the Borrower plus (B) the amount of the Maximum Annual Payment
Amount then in effect (less any portion of the Maximum Annual Payment Amount
utilized to make Restricted Payments pursuant to Section 8.06(e) or to
prepay or otherwise satisfy Indebtedness pursuant to Section 8.11(a)(iv))
plus (C) the amount of Investments previously made pursuant to this
subpart (ii) of Section 8.02(o) that are repaid or returned to the
Borrower or applicable Restricted Subsidiary in cash; provided that any
Investment made pursuant to subpart (i) above may remain outstanding during
such times that the Consolidated Leverage Ratio exceeds 3.50 to 1.00, and shall
not constitute usage of the basket set forth in subsection (ii) during such
time;



 102
 









provided that, notwithstanding the foregoing, (i) any
Investment which when made complies with the requirements of the definition of
the term “Cash Equivalent” may continue to be held notwithstanding that such
Investment if made thereafter would not comply with such requirements; and (ii)
no Investment otherwise permitted by clause (d) (except to the extent related
to Indebtedness then permitted to be incurred under Section 8.03), (k)
or (o) shall be permitted to be made if, immediately before or after giving
effect thereto, any Default shall have occurred and be continuing.


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


(a)                                  Indebtedness
under the Loan Documents;


(b)                                 Indebtedness
outstanding on the date hereof and listed on Schedule 8.03 and any
refinancings, refundings, renewals or extensions thereof; provided that
(i) the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder, (ii) the average life to
maturity of any refinancing, refunding, renewal or extension of such
Indebtedness permitted hereby is not less than the then average life to
maturity of the Indebtedness so refinanced or replaced, and (iii) any
refinancing, refunding, renewal or extension of Indebtedness subordinated to
the Obligations shall be on terms no less favorable to the Administrative Agent
and the Lenders, and no more restrictive to the Borrower, than the subordinated
Indebtedness being refinanced, refunded, renewed or extended and in an amount
not less than the amount outstanding at the time thereof;


(c)                                  Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted
hereunder of the Borrower or any other Guarantor (other than Indebtedness
described in clauses  (i) or
(k) below), provided that any
guarantee of Permitted Subordinated Debt or of any other Indebtedness permitted
hereunder that is subordinated to the Obligations shall be subordinated to the
Obligations on substantially the same terms as such Permitted Subordinated Debt
or other subordinated Indebtedness;


(d)                                 obligations
(contingent or otherwise) of the Borrower or any Subsidiary existing or arising
under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, cash flows or property held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view;” and (ii) such Swap
Contract does not contain any provision exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the
defaulting party;


(e)                                  Indebtedness
in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for real property and fixed or capital assets within the
limitations set forth in Section 8.01(k); provided, however,
that the aggregate amount of all such Indebtedness at any one time outstanding
shall not exceed $50,000,000;



 103
 









(f)                                    Assumed
Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate
principal amount not to exceed $75,000,000 at any time outstanding;


(g)                                 Indebtedness
of Foreign Subsidiaries of the Borrower in an aggregate principal amount at any
time outstanding not to exceed 5% of
the total assets of the Borrower and its Restricted Subsidiaries as of the end
of the most recently ended fiscal year of the Borrower;


(h)                                 the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business;


(i)                                     Indebtedness
of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the
Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to
any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a
Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic
Subsidiary that is a Restricted Subsidiary; provided that (A) in the
case of any Indebtedness described in subpart (ii) above, the Investment by the
Borrower or Domestic Subsidiary is permitted by Section 8.02(o), and (B)
any such Indebtedness described in this clause (i) which is owing to the
Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries,
(1) to the extent requested by the Administrative Agent, such Indebtedness
shall be evidenced by one or more promissory notes in form and substance
satisfactory to the Administrative Agent which shall be duly executed and
delivered to (and indorsed to the order of) the Administrative Agent in pledge
pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness
owed by a Person other than the Borrower or a Subsidiary Guarantor, such
Indebtedness shall not be forgiven or otherwise discharged for any
consideration other than payment (Dollar for Dollar) in cash unless the
Administrative Agent otherwise consents;


(j)                                     surety
bonds permitted under Section 8.01;


(k)                                  Indebtedness
of any Foreign Subsidiary owing to any other Foreign Subsidiary;


(l)                                     Permitted
Subordinated Debt;


(m)                               Receivables
Facility Outstandings in an aggregate amount at any time not to exceed
$200,000,000, the recourse of which shall (except in respect of fees, costs,
indemnifications, representations and warranties and other obligations in which
recourse is customarily available against originators or servicers of Accounts
included in special-purpose-vehicle receivables financing arrangements, other
than any of the foregoing which are in effect credit substitutes) be limited
solely to any applicable Receivables Co. and its assets; and


(n)                                 other
unsecured Indebtedness of the Borrower and its Restricted Subsidiaries so long
as (i) at the time of incurrence thereof the Borrower is in pro forma
compliance (computed in accordance with Sections 1.04(c) and (d))
with the financial covenants set forth in Section 8.12, and (ii) such
Indebtedness has a stated maturity date no earlier than the Term Loan B
Maturity Date;


provided that (i) no Indebtedness otherwise permitted
by clause (e), (f), (g), (i) (as such clause (i)
relates to loans made by the Borrower or any Subsidiary Guarantor to Restricted
Subsidiaries which are not Subsidiary Guarantors) or (n) may be incurred
if, immediately before or after 



 104
 









giving effect to the incurrence thereof, any Default shall have
occurred and be continuing, and (ii) all such Indebtedness of the type
described in clause (i)(i)(y) above that is owed to Subsidiaries that
are not Subsidiary Guarantors shall be subordinated, in writing, to the
Obligations upon terms satisfactory to the Administrative Agent.


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


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


(b)                                 any
Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or another Restricted
Subsidiary (other than a Receivables Co.); provided that if the
transferor in such a transaction is a Guarantor, then the transferee must also
be a Guarantor or the Borrower; and


(c)                                  a
merger or consolidation necessary to consummate (i) an Acquisition permitted by
and in compliance with Section 8.13 or (ii) a Disposition permitted by
and in compliance with Section 8.05.


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


(a)                                  Dispositions
in the ordinary course of its business (and neither constitutes a Disposition
of all or a substantial part of the Borrower’s and the Restricted Subsidiaries’
assets, taken as a whole, nor is made in connection with a Permitted
Receivables Transaction) or of obsolete or worn out property;


(b)                                 any
Disposition that constitutes (i) an Investment permitted under Section 8.02,
(ii) a Lien permitted under Section 8.01 or Section 8.04(a) or (b),
or (iii) a Restricted Payment permitted under Section 8.06;


(c)                                  Dispositions
for fair market value of equipment or real property to the extent that (i) such
equipment or real property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such Disposition are
reasonably promptly applied to the purchase price of such replacement equipment
or real property, and in each case if the disposed property constituted
Collateral then the relevant Loan Party shall grant a Lien to the
Administrative Agent (including the delivery of any necessary Mortgage and
Mortgaged Property Support Documents) on such new or replacement property;


(d)                                 Dispositions
of property by the Borrower or any Restricted
Subsidiary to a wholly-owned Restricted  Subsidiary (other  than
a Receivables Co.)  or, solely with
respect to Dispositions of the stock of a Restricted Subsidiary of the
Borrower, the Borrower; provided that 



 105
 









if the transferor of such property is the Borrower or
a Guarantor, the transferee thereof must be a Guarantor or, subject to the
limitation above, the Borrower;


(e)                                  Dispositions of assets or stock of the
Subsidiaries, so long as (i) each such Disposition is, in the reasonable
judgment of the Borrower, for fair market value, (ii) both before and after
giving effect thereto, no Default or Event of Default has occurred and is
continuing and the Borrower is in compliance, on an historical pro forma basis
as provided in Section 1.04(c), with the financial covenants set forth
in Section 8.12 and (iii) the aggregate amount of all Dispositions made
pursuant to this subsection in any one fiscal year of the Borrower does not
exceed 10% of the total assets of the Borrower and its Restricted Subsidiaries
as of the end of the most recently ended fiscal year of the Borrower (the “10%
Maximum Per Year”); provided that in one fiscal year (the “Special
Year”) the Borrower may carry forward or carry backward amounts available
under this subsection but (I) unused in the immediately preceding fiscal year,
and available for the next succeeding fiscal year, (II) amounts unused in the
immediately preceding two fiscal years or (III) amounts available in the next
two succeeding fiscal  years, in each
case up to the 10% Maximum Per Year so that the aggregate amount available to
be used in the Special Year is, at the option of the Borrower and in connection
with one or a series of related Dispositions identified to the Administrative
Agent at such time and aggregating more than the 10% Maximum Per Year for that
fiscal year, increased to an amount not to exceed 30% of the total assets of
the Borrower and its Restricted Subsidiaries as of the end of the most recently
ended fiscal year of the Borrower (which amount shall be, for the Special Year,
in lieu of and not in addition to the 10% Maximum Per Year), it being
understood by the parties that any amounts carried back from future periods
shall reduce the amount available to be used in the period from which such
amount is carried back;


(f)                                    such Disposition results from a casualty or
condemnation in respect of such property or assets;


(g)                                 such Disposition consists of the sale or
discount of overdue accounts receivable in the ordinary course of business, but
only in connection with the compromise or collection thereof;


(h)                                 such Disposition is of Accounts and related
assets and is made pursuant to a Permitted Receivables Transaction; or


(i)                                     Dispositions with respect to which the fair
market value of all assets Disposed of, whether individually or in a series of
related transactions, does not exceed $10,000,000.


8.06                        Restricted
Payments.  Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, in each case (except Section 8.06(a))
so long as no Default or Event of Default shall have occurred and be continuing
(both before and after the making of such Restricted Payment):


(a)                                  each
Restricted Subsidiary may make Restricted Payments to the Borrower and to
wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment
by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted
Subsidiary and to each other 



 106
 









owner of capital stock or other equity interests of
such Restricted Subsidiary on a pro rata basis based on their relative
ownership interests);


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


(c)                                  the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares
of its common stock or other common Equity Interests or warrants or options to
acquire any such shares in connection with customary employee or management
agreements, plans or arrangements;


(d)                                 the
Borrower shall be permitted to make Restricted Payments in the form of cash
dividends to the shareholders of the Borrower in an aggregate amount in any
fiscal year not to exceed $10,000,000; provided that, any amount of cash
dividends permitted to be paid by this clause (d) but not paid in respect of
any fiscal year commencing on or after October 1, 2006, may be carried forward
and paid in any subsequent fiscal year;


(e)                                  the
Borrower and each Subsidiary shall be permitted to make other Restricted
Payments in the form of cash dividends, distributions, purchases, redemptions
or other acquisitions of or with respect to shares of its common stock or other
common Equity Interests either (i) if at the time of making such Restricted
Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving
effect to such Restricted Payment and any Indebtedness incurred in connection
therewith and any other relevant factor, all in accordance with Sections
1.04(c) and (d)) is not greater than 3.50 to 1.00, on an unlimited
basis, and (ii) if at the time of making such Restricted Payment the
Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to
such Restricted Payment and any Indebtedness incurred in connection therewith
and any other relevant factor, all in accordance with Sections 1.04(c)
and (d)) is greater than 3.50 to 1.00 but less than the maximum
permitted level for the most recently ended fiscal quarter set forth in Section
8.12(a), in an amount in any fiscal year of the Borrower not greater than
the Maximum Annual Payment Amount (less any portion of the Maximum Annual
Payment Amount utilized to make Investments pursuant to Section 8.02(o)
or to prepay or otherwise satisfy Indebtedness pursuant to Section
8.11(a)(iv)).


8.07                        Change in
Nature of Business.  Engage in any
material line of business that is not a Core Business; provided, that
the foregoing shall not restrict any Receivables Co. from entering into any
Permitted Receivables Transaction.


8.08                        Transactions
with Affiliates.  Enter into any
transaction of any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than (a) transactions on fair and
reasonable terms substantially as favorable to the Borrower or such Subsidiary
as would be obtainable by the Borrower or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate, (b)
the consummation by the Borrower and its Subsidiaries of the transactions
effected by the Loan Documents, (c) any employment arrangement entered into by
the Borrower or any of its Subsidiaries in the ordinary course of business and
consistent with the past practices of the Borrower or such Subsidiary, (d)
transactions between or among the Borrower and its Restricted Subsidiaries or
between or 



 107
 









among Restricted Subsidiaries of the Borrower, in each
case to the extent permitted under the terms of the Loan Documents, (e) the
declaration and payment of dividends and the making of distributions to all
holders of any class of capital stock of the Borrower or any of its Restricted
Subsidiaries to the extent otherwise permitted under Section 8.06, (f)
Permitted Receivables Transactions, (g) the Tax Sharing Agreement, and (h)
shared service arrangements entered into in the ordinary course of business and
allocating expenses and fees reasonably in accordance with the services
provided.


8.09                        Burdensome
Agreements.  Enter into any
Contractual Obligation (other than this Agreement or any other Loan Document
and, to the extent pertaining to any Receivables Co., any Permitted
Securitization Transaction) that:


(a)                                  requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted
to secure another obligation of such Person, except any such provision
contained in the Subordinated Notes Indenture to the extent such provision does
not require such a grant of a Lien to secure the Subordinated Notes if a Lien
is granted securing the Obligations; or


(b)                                 limits
the ability (i) of any Restricted Subsidiary to make Restricted Payments to the
Borrower or any Guarantor or to otherwise transfer property to the Borrower or
any Guarantor other than customary restrictions required in connection with (x)
financings permitted by this Agreement, the limitations of which are no more
restrictive than the corresponding limitations applicable to the Borrower
hereunder, and (y) Dispositions permitted by this Agreement and which
limitations cover only such assets or Person(s) which are the subject matter of
such Dispositions and, prior to such Disposition, permit the Liens granted under
the Loan Documents therein, and (ii) of any Restricted Subsidiary to Guarantee
the Indebtedness of the Borrower, or (iii) of the Borrower or any Restricted
Subsidiary to create, incur, assume or suffer to exist Liens on property of
such Person; provided, however, that this clause (iii) shall not
prohibit:


(A)                              a
negative pledge contained in either (x) Indebtedness of any Restricted
Subsidiary as of the date it becomes a Restricted Subsidiary of the Borrower in
any transaction otherwise permitted hereunder or (y) Indebtedness outstanding
on the date hereof and listed on Schedule 8.03, in each case so long as
such provision does not impair or conflict with any Security Instrument or with
Section 7.12 hereof;


(B)                                provisions
limiting Liens on property as may be contained in the terms of any Indebtedness
permitted under Section 8.03(e) or (f) solely to the extent any
such limitations relates to the property financed by or the subject of such
Indebtedness;


(C)                                provisions
limiting Liens on property, and only on such property, subject to a prior Lien
permitted under Section 8.01(c), (d), (e), (f), (i),
(k), (o), (p) and (r); and


(D)                               such
provisions as may be contained in any refinancing or replacing Indebtedness
permitted under Section 8.03, provided that the terms of such provisions
shall be no less favorable to the Administrative Agent and the Lenders as were
contained in the Indebtedness being refinanced or replaced.



 108
 









8.10                        Use of
Proceeds.  Use the proceeds of any
Credit Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, in any manner that might cause the Credit Extension
or the application of such proceeds to violate Regulations T, U or X of the
FRB, in each case as in effect on the date or dates of such Credit Extension
and such use of proceeds.


8.11                        Prepayment
of Indebtedness; Amendment to Material Agreements.


(a)                                  Prepay,
redeem, purchase, repurchase, defease or otherwise satisfy prior to the
scheduled maturity thereof any Indebtedness that is either subordinated to the
Indebtedness hereunder or has a stated maturity date later than the Term Loan B
Maturity Date, or make any payment in violation of any subordination terms
thereof, including in each case pursuant to any change of control, sale of
assets, issuance of any equity or otherwise as may be set forth in the terms
thereof or available to the Borrower at its option, except prepayments,
redemptions, purchases, repurchases, defeasances or other satisfaction of (i)
unsecured Indebtedness made with the proceeds of any Permitted Subordinated
Debt (ii) unsecured or secured Indebtedness made with the proceeds of other
Indebtedness permitted to be incurred pursuant to Section 8.03 and
containing terms and conditions (including terms of subordination, security and
maturity) no less favorable in any material respect to the Administrative Agent
and the Lenders than the Indebtedness being prepaid or otherwise satisfied
therewith, (iii) unsecured Indebtedness so long as after giving effect thereto
the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance
with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00,
and (iv) any other Indebtedness not permitted pursuant to the foregoing
subparts (i) through (iii) above so long as the aggregate principal amount of
all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv)
in any fiscal year of the Borrower not greater than the Maximum Annual
Restricted Payment Amount (less any portion of the Maximum Annual Payment
Amount utilized in such fiscal year to make Investments pursuant to Section
8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii));
or


(b)                                 Amend,
modify or change in any manner any term or condition of (i) any Subordinated
Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt
Document, (iii) any Indebtedness with a stated maturity date outside the Term
Loan B Maturity Date, or (iv) any documents, instruments and agreements
delivered in connection with a Permitted Receivables Transaction or any
schedules, exhibits or agreements related thereto,  in each case so that the terms and conditions thereof are
less favorable in any material respect to the Administrative Agent and the
Lenders than the terms of such Indebtedness as of the Closing Date, but in no
event shall terms of recourse, guarantees or credit support be any less
favorable to the Administrative Agent or the Lenders than the terms of such
Indebtedness as of the Closing Date.


8.12                        Financial
Covenants.


(a)                                  Consolidated Leverage Ratio.  Permit
the Consolidated Leverage Ratio at any time during any period of four fiscal
quarters of the Borrower set forth below to be greater than the ratio set forth
below opposite such period:



 109
 









 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum

  Consolidated

  Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  Closing Date
  through September 30, 2008

  	
   

  	
  5.25 to 1.00

  
	
  December 31,
  2008 through September 30, 2009

  	
   

  	
  5.00 to 1.00

  
	
  December 31,
  2009 through September 30, 2010

  	
   

  	
  4.75 to 1.00

  
	
  December 31,
  2010 and each fiscal quarter thereafter

  	
   

  	
  4.50 to 1.00

  



 


(b)                                 Consolidated Interest Charge Coverage Ratio. 
Permit the Consolidated Interest Charge Coverage Ratio as of the end of
any Four-Quarter Period of the Borrower to be less than 2.50 to 1.00.


8.13                        Acquisitions.  Enter
into any agreement, contract, binding commitment or other arrangement providing
for any Acquisition, or take any action to solicit the tender of securities or
proxies in respect thereof in order to effect any Acquisition, unless (i) the
Person to be (or whose assets are to be) acquired does not oppose such
Acquisition and the line or lines of business of the Person to be acquired
constitute Core Businesses, (ii) after giving effect to such Acquisition and
all Indebtedness incurred or repaid in connection therewith, the Borrower shall
be in compliance on a pro forma basis with each financial covenant set forth in
Section 8.12 (each calculated in accordance with Sections
1.04(c) and (d))), (iii) no
Default or Event of Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition
and, if the Cost of Acquisition is in excess of $50,000,000, the Borrower shall
have furnished to the Administrative Agent (A) pro forma historical financial
statements as of the end of the most recently completed four fiscal quarters of
the Borrower, giving effect to such Acquisition, and (B) a Compliance
Certificate prepared on a historical pro forma basis as of March 31, 2007, or,
if later, as of the most recent date for which financial statements have been
furnished pursuant to Section 7.01(a) or (b), giving effect to
such Acquisition, which Compliance Certificate shall demonstrate that no
Default or Event of Default would exist immediately after giving effect thereto
(including demonstrating compliance on a pro forma basis with each financial
covenant set forth in Section 8.12 (each calculated in accordance
with Sections 1.04(c) and (d))), (iv) the Person acquired shall be a wholly-owned Restricted Subsidiary,
or be merged with or into a Restricted Subsidiary, immediately upon
consummation of the Acquisition (or if assets are being acquired, the acquiror
shall be a Restricted Subsidiary), and (v) upon consummation of the Acquisition
each Subsidiary shall have complied with the provisions of Section 7.12,
including with respect to any new assets (including real property) acquired.


8.14                        Creation
of New Subsidiaries.  Create or acquire any new Subsidiary after
the Closing Date other than Restricted Subsidiaries created or acquired in
accordance with Section 7.12, provided that any Unrestricted Subsidiary
may create a Subsidiary that is an Unrestricted Subsidiary.



 110
 









8.15                        Securities of Subsidiaries.  Permit any Restricted Subsidiary to issue any
Equity Interests (whether for value or otherwise) to any Person other than the
Borrower or another Subsidiary of the Borrower that is a Restricted Subsidiary.


8.16                        Sale and Leaseback.  Enter into, or permit any Restricted
Subsidiary to, enter into any agreement or arrangement with any other Person
providing for the leasing by the Borrower or any of the Restricted Subsidiaries
of real or personal property which has been or is to be sold or transferred by
the Borrower or any of the Restricted Subsidiaries to such other Person or to
any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or any
of the Restricted Subsidiaries.


ARTICLE IX.

EVENTS OF DEFAULT AND REMEDIES


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


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


(b)                                 Specific Covenants.  The
Borrower fails to perform or observe any term, covenant or agreement contained
(A) in any of Section 7.03(a) or (b), 7.05 (other than
with respect to the maintenance of good standing), 7.10, 7.11 or 7.12
or Article VIII, or (B) in either Section 7.01 or 7.02 and
such failure continues for 15 days; or


(c)                                  Other
Defaults.  Any Loan Party fails to
perform or observe any other covenant or agreement (not specified in subsection
(a) or (b) above) contained in any Loan Document on its part to be performed or
observed and such failure continues for 30 days after the earlier of (i)
receipt of notice of such default by a Responsible Officer of the Borrower from
the Administrative Agent, or (ii) any Responsible Officer of the Borrower
becomes aware of such default; or


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


(e)                                  Cross-Default.  (i) The Borrower, any Restricted Subsidiary
or any other Loan Party (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise, and after
passage of any grace period) in respect of any Indebtedness or Guarantee (other
than Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or 



 111
 









available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
$25,000,000, or (B) fails to observe or perform any other agreement or condition
relating to any such Indebtedness or Guarantee or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event
occurs, and such default continues for more than the period of grace, if any,
therein specified, the effect of which default or other event is to cause, or
to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which
the Borrower, any Restricted Subsidiary or any other Loan Party is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower, any
Restricted Subsidiary or any other Loan Party is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by the Borrower,
any Restricted Subsidiary or any other Loan Party as a result thereof is
greater than $25,000,000;


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


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


(h)                                 Judgments.  There is entered against the Borrower, any
Restricted Subsidiary or any other Loan Party (i) one or more final judgments
or orders for the payment of money in an aggregate amount exceeding $25,000,000
(to the extent not covered by insurance provided by a Person described in Section
7.07 as to which the insurer does not dispute coverage), or (ii) any one or
more non-monetary final judgments that have, or would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in
either case, such judgment or order remains unvacated and unpaid and either (A)
enforcement proceedings are commenced by any creditor upon such judgment or
order, or (B) there is a period of 30 consecutive days during 



 112
 









which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or


(i)                                     ERISA.  (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or would reasonably be
expected to result in liability of the Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess
of $25,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when
due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of $25,000,000; or
(iii) the benefit liabilities of all Plans governed by Foreign Benefit Laws, or
the funding of which are regulated by any Foreign Benefit Laws, at any time
exceed all such Plans’ assets, as computed in accordance with applicable law as
of the most recent valuation date for such Plans, by more than $25,000,000; or


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


(k)                                  Subordinated
Notes and Permitted Subordinated Debt. 
The subordination provisions relating to the Subordinated Notes or any
Permitted Subordinated Debt (the “Subordination Provisions”)
shall fail to be enforceable by the Lenders (which have not effectively waived
the benefits thereof) in accordance with the terms thereof, or the principal or
interest on any Loan, any L/C - BA Obligation or other Obligations shall fail
to constitute “designated senior debt” (or any other similar term) under any
document, instrument or agreement evidencing such Subordinated Notes or
Permitted Subordinated Debt; or the Borrower or any of its Subsidiaries shall,
directly or indirectly, disavow or contest in any manner (i) the effectiveness,
validity or enforceability of any of the Subordination Provisions, or (ii) that
any of such Subordination Provisions exist for the benefit of the Secured
Parties; or


(l)                                     Change
of Control.  There occurs any Change
of Control.


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


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


(b)                                 declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan 



 113
 









Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower;


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


(d)                                 exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;


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


9.03                        Application
of Funds.  After the exercise of
remedies provided for in Section 9.02 (or after the Loans have
automatically become immediately due and payable and the L/C – BA Obligations
have automatically been required to be Cash Collateralized as set forth in the
proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order:


First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts
(including reasonable fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article IV) payable to
the Administrative Agent in its capacity as such;


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than
principal, interest, Letter of Credit – BA Fees and other Obligations expressly
described in clauses Third through Fifth below) payable to the
Lenders and the L/C Issuer (including reasonable fees, charges and disbursements
of counsel to the respective Lenders and the L/C Issuer and amounts payable
under Article IV), ratably among them in proportion to the respective
amounts described in this clause Second payable to them;


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


Fourth, (ratably among the Lenders
and the L/C Issuer in proportion to the respective amounts described in this
clause Fourth held by them) to (i) the payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C – BA Borrowings,
(ii) the payment of the maximum amount of all Bankers’ Acceptances then
outstanding, such payment to be for the account of the L/C Issuer (or to the
extent Revolving Lenders have theretofore funded their participations in any
such Bankers’ Acceptance, ratably among such Revolving Lenders in accordance
with their Pro Rata Revolving Shares) and (iii) to Cash Collateralize that
portion of 



 114
 









L/C – BA Obligations comprising the aggregate undrawn
amount of Letters of Credit, to the Administrative Agent for the account of the
L/C Issuer; provided that if the amounts available are insufficient to
make all payments provided for in this clause Fourth, that portion
allocable to clause (iii) shall be applied first to pay Outstanding Amounts of
Revolving Loans and L/C – BA Borrowings before being utilized to Cash
Collateralize L/C – BA Obligations;


Fifth, to payment of Swap
Termination Values and amounts owing under Related Treasury Management
Arrangements, in each case to the extent owing to any Lender or any Affiliate
of any Lender arising under Related Credit Arrangements that shall have been
terminated and as to which the Administrative Agent shall have received notice
of such termination and the Swap Termination Value thereof or the amount owing
under the applicable Related Treasury Management Arrangement from the
applicable Lender or Affiliate of a Lender;


Sixth, to the payment of all other
Obligations of the Loan Parties owing under or in respect of the Loan Document
that are due and payable to the Administrative Agent and the other Secured
Parties, or any of them, on such date, ratably based on the respective
aggregate amounts of all such Obligations owing to the Administrative Agent and
the other Secured Parties on such date; and


Last, the balance, if any, after all
of the Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law.


Subject to Section 2.04(c), amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fourth above shall be applied to satisfy drawings under such
Letters of Credit as they occur.  If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the
other Obligations, if any, in the order set forth above.


ARTICLE X.

ADMINISTRATIVE AGENT


10.01                 Appointment and
Authority.  Each of the Lenders and
the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  The provisions of
this Article are solely for the benefit of the Administrative Agent, the
Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions.


10.02                 Rights as a
Lender.  The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity.  Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial 



 115
 









advisor or in any other advisory capacity for and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders.


10.03                 Exculpatory
Provisions.  The Administrative Agent
shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. 
Without limiting the generality of the foregoing, the Administrative
Agent:


(a)                                  shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;


(b)                                 shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and


(c)                                  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.


The Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 11.01 and 9.02)
or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent by the Borrower, a Lender or the
L/C Issuer.


The Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, any other Loan Document or any other agreement, instrument or document
or (v) the satisfaction of any condition set forth in Article V or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.


10.04                 Reliance by
Administrative Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, 



 116
 









Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. 
The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit or
Bankers’ Acceptance, that by its terms must be fulfilled to the satisfaction of
a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such
Lender or the L/C Issuer prior to the making of such Loan or the issuance of
such Letter of Credit or Bankers’ Acceptance. 
The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


10.05                 Delegation of
Duties.  The Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents
appointed by the Administrative Agent. 
The Administrative Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through their respective
Related Parties.  The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


10.06                 Resignation of
Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the Lenders,
the L/C Issuer and the Borrower.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If
no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided
that if the Administrative Agent shall notify the Borrower and the Lenders that
no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any Collateral
held by the Administrative Agent on behalf of the Lenders or the L/C Issuer
under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such Collateral until such time as a successor Administrative
Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of
its duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this 



 117
 









Section).  The
fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After the
retiring Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 11.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


Any resignation by Bank of
America as Administrative Agent pursuant to this Section shall also constitute
its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and
Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit and/or Bankers’ Acceptances, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit and/or Bankers’ Acceptances.


10.07                 Non-Reliance on
Administrative Agent and Other Lenders. 
Each Lender and the L/C Issuer acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement.  Each Lender and the L/C
Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


10.08                 No Other Duties,
Etc.  Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents or
Documentation Agents listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
a Lender or the L/C Issuer hereunder.


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


(a)                                  to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans,
L/C – BA Obligations and all other Obligations that are 



 118
 









owing and unpaid and to file
such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuer and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders, the L/C Issuer and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the L/C
Issuer and the Administrative Agent under Sections 2.04(i) and (j),
2.10 and 11.04) allowed in such judicial proceeding; and


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


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender and the L/C Issuer
to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of
the Administrative Agent and its agents and counsel, and any other amounts due
the Administrative Agent under Sections 2.10 and 11.04.


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


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


(a)                                  to release any Pledged Interest and any Lien
on any property granted to or held by the Administrative Agent under any Loan
Document (i) upon the occurrence of the Facility Termination Date, (ii) that is
Disposed or to be Disposed as part of or in connection with any Disposition
permitted hereunder or under any other Loan Document, (iii) as provided in Section
7.15(c) with respect to Subsidiaries that become Unrestricted Subsidiaries
in accordance with the terms of this Agreement, or (iv) subject to Section
11.01, if approved, authorized or ratified in writing by the Required
Lenders;


(b)                                 to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the
holder of any Lien on such property that is permitted by Section 8.01(k);
and


(c)                                  to release any Guarantor from its obligations
under the Guaranty if such Person ceases to be a Restricted Subsidiary as a
result of a transaction permitted hereunder (including pursuant to its
designation as an Unrestricted Subsidiary in compliance with the terms hereof,
including Section 7.15).


Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this Section
10.10.



 119















ARTICLE XI.

MISCELLANEOUS


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


(a)                                  waive
any condition set forth in Section 5.01(a) without the written consent
of each Lender except to the extent otherwise provided for in Section
5.01(a);


(b)                                 extend
or increase (i) the Revolving Credit Commitment of any Revolving Lender (or
reinstate any Revolving Credit Commitment terminated pursuant to Section
9.02) without the written consent of such Revolving Lender, or (ii) the
obligation of any Term Lender to make any portion of either Term Loan without
the written consent of such Term Lender;


(c)                                  postpone
any date fixed by this Agreement or any other Loan Document for any payment
(but excluding the delay or waiver of any mandatory prepayment) of principal,
interest, fees or other amounts due to the Lenders (or any of them), including
the Term Loan A Maturity Date, the Term Loan B Maturity Date and the Revolving
Credit Maturity Date, or any scheduled
reduction of the Aggregate Revolving Credit Commitments hereunder or
under any other Loan Document, in each case without the written consent of each
Lender directly affected thereby;


(d)                                 reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
- BA Borrowing, or (subject to clause (v) of the second proviso to this Section
11.01) any fees or other amounts payable hereunder or under any other Loan
Document, without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders
shall be necessary (i) to amend the definition of “Default Rate” (so long as
such amendment does not result in the Default Rate being lower than the
interest rate then applicable to Base Rate Loans or Eurocurrency Rate Loans, as
applicable) or to waive any obligation of the Borrower to pay interest or
Letter of Credit – BA Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term
used therein) even if the effect of such amendment would be to change the
Applicable Rate or amount of prepayment required under Section 2.06(e)(iii)
or (iv);


(e)                                  change
Section 2.14 or Section 9.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each
Lender directly affected thereby;


(f)                                    change
any provision of this Section or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender;



 120
 









(g)                                 change any provision of this Section or the
definition of “Required Revolving Lenders” or any other provision hereof
specifying the number or percentage of Revolving Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Revolving
Lender;


(h)                                 change any provision of this Section or the
definition of “Required Term Loan A Lenders” or any other provision hereof
specifying the number or percentage of Term Loan A Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Term Loan A
Lender;


(i)                                     change any provision of this Section or the
definition of “Required Term Loan B Lenders” or any other provision hereof
specifying the number or percentage of Term Loan B Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Term Loan B
Lender;


(j)                                     impose any greater restriction on the ability
of any Lender to assign any of its rights or obligations hereunder without the
written consent of Lenders having more than 50% of the Aggregate Credit
Exposures then in effect within each of the following classes of
commitments:  (i) the class consisting of
the Revolving Lenders, (ii) the class consisting of the Term Loan A Lenders,
and (iii) the class consisting of the Term Loan B Lenders; provided that
for purposes of this clause, the aggregate amount of each Lender’s risk
participation and funded participation in L/C - BA Obligations and Swing Line
Loans shall be deemed to be held by such Lender;


(k)                                  release any Guarantor from the Guaranty
without the written consent of each Lender, except to the extent such Guarantor
is the subject of a Disposition permitted by Section 8.05 (in which case
such release may be made by the Administrative Agent acting alone);


(l)                                     release all or a material part of the
Collateral without the written consent of each Lender except with respect to
Dispositions and releases of Collateral permitted or required hereunder
(including pursuant to Section 8.05) or as provided in the other Loan
Documents (in which case such release may be made by the Administrative Agent
acting alone);


(m)                               reduce the number or type of events that give
rise to a mandatory prepayment pursuant to Section 2.06(e) or change the
order or manner of application of the Net Cash Proceeds provided therein, in
each case without the written consent of each Lender directly affected thereby
(it being understood that the delay or waiver of any particular mandatory
prepayment, without the permanent waiver or removal of such type of mandatory
prepayment, shall not be included in this Section 11.01(m)); or


(n)                                 amend
Section 1.08 or the definition of “Alternative Currency” without the
written consent of each Lender directly
affected thereby;


and, provided  further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties
of 



 121
 









the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit or Bankers’ Acceptance issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement;
(iii) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (iv) Section 11.06(h) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; (v) each of the Bank of America Fee Letter and the
JPMorgan Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the respective parties thereto; (vi) no
amendment, waiver or consent which has the effect of  enabling the Borrower to satisfy any
condition to a Borrowing contained in Section 5.02 hereof which, but for
such amendment, waiver or consent would not be satisfied, shall be effective to
require the Revolving Lenders, the Swing Line Lender or the L/C Issuer to make
any additional Revolving Loan or Swing Line Loan, or to issue any additional or
renew any existing Letter of Credit or issue any Bankers’ Acceptance, unless
and until the Required Revolving Lenders (or, if applicable, all Revolving
Lenders) shall have approved such amendment, waiver or consent; and (vii)
notwithstanding anything to the contrary in this Section 11.01, each
Lender agrees that, upon the execution thereof by the Administriatve Agent, the
Borrower and the Guarantors after the Closing Date, the Fronting Structure
Amendment shall thereupon be and become fully effective as an amendment to this
Agreement without any further notice to, action by or consent of any Lender (it
being understood that the final Fronting Structure Amendment will be made
available to the Lenders). 
Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Revolving Credit Commitment of such Lender may not
be increased or extended without the consent of such Lender.


11.02                 Notices;
Effectiveness; Electronic Communication.


(a)                                  Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
or in the case of notices otherwise expressly provided herein (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


(i)                                     if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 11.02, as changed pursuant
to subsection (d) below; and


(ii)                                  if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire, as changed
pursuant to subsection (d) below.



 122
 









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


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


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


(c)                                  The
Platform.  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.”  THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”)
have any liability to the Borrower, any Lender, the L/C Issuer or any other
Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the borrower, any Lender, the
L/C Issuer or any other 



 123
 









Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


(d)                                 Change
of Address, Etc.  Each of the
Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, the L/C Issuer and the
Swing Line Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.    Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of
such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform (a “Private Side Person”) in order to
enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference to Borrower Materials that
are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state
securities laws; provided that nothing in this Agreement shall be deemed
to be a consent by any party hereto to any Private Side Person providing any
such Borrower Materials from the “Private Side” of the Platform that are not
available on the “Public Side” of the Platform to any person at such Public
Lender who has not been selected as a Private Side Person, or otherwise acting
in violation of the provisions of Section 11.07 with respect to any such
Borrower Materials.


(e)                                  Reliance
by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C
Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Revolving Loan Notices, Swing Line Loan Notices and Term
Loan Interest Rate Selection Notices) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. 
The Borrower shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


11.03                 No Waiver;
Cumulative Remedies.  No failure by
any Lender, the L/C Issuer or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



 124
 









11.04                 Expenses;
Indemnity; Damage Waiver.


(a)                                  Costs
and Expenses.  The Borrower shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates and the Arrangers (including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent and the Arrangers),
in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and administration of
this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or Banker’s
Acceptance or any demand for payment thereunder and (iii) all out-of-pocket
expenses incurred by the Administrative Agent, the L/C Issuer, the Swing Line
Lender or the Arrangers (including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Swing Line Lender, the L/C Issuer or
the Arrangers), in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.


(b)                                 Indemnification
by the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the reasonable fees, charges and disbursements of any counsel for
any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower or any other Loan Party arising out of,
in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions
contemplated hereby or thereby or, in the case of the Administrative agent (and
any sub-agent thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents, (ii) any Loan, Letter of Credit or
Bankers’ Acceptance or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit or Bankers’ Acceptance if the documents presented in
connection with such demand do not strictly comply with the terms of such
Letter of Credit or Bankers’ Acceptance), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower or any other Loan Party, and
regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by the Borrower or any other
Loan Party against an Indemnitee for breach in bad faith of such 



 125
 









Indemnitee’s obligations hereunder or under any other
Loan Document, if the Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.


(c)                                  Reimbursement
by Lenders.  To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of
the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought based on such Lender’s
portion of Loans, commitments and risk participations with respect to the
Revolving Credit Facility and the Term Loan Facilities) of such unpaid amount, provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section
2.13(d); provided further that any amount due exclusively to the L/C
Issuer in its capacity as such shall be borne pursuant to this Section
11.04(c) pro rata by the Revolving Lenders, and not by any Term Lender.


(d)                                 Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan,
Letter of Credit or Bankers’ Acceptance or the use of the proceeds
thereof.  No Indemnitee referred to in
subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.


(e)                                  Payments.  All amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.


(f)                                    Survival.  The agreements in this Section shall survive
the resignation of the Administrative Agent, the L/C Issuer and the Swing Line
Lender, the replacement of any Lender and the occurrence of the Facility
Termination Date.


11.05                 Payments Set
Aside.  To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent,
the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or
any Lender exercises its right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any 



 126
 









Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment.  The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the
occurrence of the Facility Termination Date.


11.06                 Successors
and Assigns.


(a)                                  Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section, or (iv)
to an SPC in accordance with the provisions of subsection (h) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


(b)                                 Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Revolving Credit Commitment and its Revolving Loans (including for purposes of
this subsection (b), participations in L/C – BA Obligations and in Swing Line
Loans), of its Pro Rata Term A Share of the Term Loan A at the time owing to
it, or of its Pro Rata Term B Share of the Term Loan B at the time owing to
it  (such Lender’s portion of Loans,
commitments and risk participations with respect to each of the Revolving
Credit Facility and the Term Loan Facilities (each, an “Applicable Facility”)
being referred to in this Section 11.06 as its “Applicable Share”))
at the time owing to it); provided that


(i)                                     except
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Applicable Share of the Applicable Facility at the time owing to it or
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Applicable
Share (which for this purpose includes Loans outstanding thereunder) with
respect to each Applicable Facility, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the 



 127
 









Assignment and
Assumption, as of the Trade Date, shall not be less than (A) $5,000,000 with
respect to the Revolving Credit Facility and (B) $1,000,000 with respect to
each Term Loan Facility, unless in either case each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed), provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
members of its Assignee Group) will be treated as a single assignment for
purposes of determining whether such minimum amount has been met;


(ii)                                  each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with
respect to the Applicable Facility, except that this clause (ii) shall
not (A) prohibit any Lender from assigning all or a portion of its rights and
obligations among the Applicable Facilities on a non-pro rata basis or (B)
apply to rights in respect of Swing Line Loans;


(iii)                               any
assignment of a Revolving Credit Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent
shall not be unreasonably withheld) unless the Person that is the proposed
assignee is itself a Lender or an Affiliate of a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and


(iv)                              the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee in the amount of $3,500, provided that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from
and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Revolving Lender or a Term Lender, as applicable,
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05,
and 11.04 with respect to facts and circumstances occurring prior to the
effective date of such assignment.  Upon
request, the Borrower (at its expense) shall execute and deliver applicable
Notes to the assignee Lender.  Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this subsection shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.


(c)                                  Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower (in such capacity, subject to Section
11.17), shall maintain at the Administrative 



 128
 









Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Revolving Credit Commitments of, and
principal amounts of the Loans and L/C – BA Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by each of the Borrower
and the L/C Issuer at any reasonable time and from time to time upon reasonable
prior notice.  In addition, at any time
that a request for a consent for a material or substantive change to the Loan
Documents is pending, any Lender may request and receive from the
Administrative Agent a copy of the Register.


(d)                                 Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Revolving Credit Commitment and/or the Loans
(including such Lender’s participations in L/C – BA Obligations and/or Swing
Line Loans) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and
the L/C Issuer shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any  provision of this
Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to Section
11.01 that affects such Participant. 
Subject to subsection (e) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 4.01, 4.04
and 4.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08 as
though it were a Lender, provided such Participant agrees to be subject
to Section 2.14 as though it were a Lender.


(e)                                  Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
4.01 or 4.04 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior
written consent.  A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 4.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 4.01(e) as though it
were a Lender.


(f)                                    Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure 



 129
 









obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


(g)                                 Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


(h)                                 Special Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower (an “SPC”)
the option to provide all or any part of any 
Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof or, if it fails to do so, to make such payment to the
Administrative Agent as is required under Section 2.13(b)(ii).  Each party hereto hereby agrees that (i)
neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations
of the Borrower under this Agreement (including its obligations under Section
4.04), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. 
The making of a Loan by an SPC hereunder shall utilize the Revolving
Credit Commitment or commitment to make an applicable Term Loan of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting
Lender.  In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the occurrence
of the Facility Termination Date) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee in the amount of $2,500, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender
and (ii) disclose on a confidential basis any non-public information relating
to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.



 130
 









(i)                                     Resignation
as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America or JPMorgan assigns all of its
Revolving Credit Commitment,
Revolving Loans, any Pro Rata Term A Share of the Term Loan A and any Pro Rata
Term B Share of the Term Loan B pursuant to subsection (b) above, such Person
may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C
Issuer and/or (ii) in the case of Bank of America, upon 30 days’ notice to the
Borrower, resign as Swing Line Lender. 
In the event of any such resignation as L/C Issuer or Swing Line Lender,
the Borrower shall be entitled to appoint from among the Lenders willing to
serve in such capacity a successor L/C Issuer or Swing Line Lender hereunder,
as the case may be; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of such
Person as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America or JPMorgan Chase Bank,
N.A resigns as L/C Issuer, such Person shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters
of Credit and Bankers’ Acceptances outstanding as of the effective date of its
resignation as L/C Issuer and all L/C – BA Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.05(c). Upon the appointment of a successor
L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit and/or Bankers’ Acceptances, if any, outstanding at the time
of such successor or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of such L/C Issuer with respect to
such Letters of Credit and/or Bankers’ Acceptances.


11.07                 Treatment of
Certain Information; Confidentiality. 
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, trustees, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or any Eligible Assignee invited to
be a Lender pursuant to Section 2.15(c) or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or 



 131
 









(y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.


For purposes of this Section, “Information” means
all information received from the Borrower or any  Subsidiary relating to the Borrower or any  Subsidiary or any of their respective
businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Borrower or any  Subsidiary,
provided that, in the case of information received from the Borrower or
any  Subsidiary after the date hereof,
any information not marked “PUBLIC” at the time of delivery will be deemed to
be confidential; provided, that any information marked “PUBLIC may also be
marked “Confidential”.  Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.


Each of the Administrative Agent, the Lenders and the
L/C Issuer acknowledges that (a) the Information may include material
non-public information concerning the Borrower or a  Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with
applicable Law, including Federal and state securities Laws.


11.08                 Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of
the Administrative Agent, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower  may
be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The
rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have.  Each Lender and the
L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give
such notice shall not affect the validity of such setoff and application.


11.09                 Interest Rate
Limitation.  Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to
be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. 
In determining whether the interest contracted for, charged, or received
by the Administrative Agent or a Lender exceeds the 



 132
 









Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


11.10                 Counterparts;
Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  Except as provided in Section 5.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


11.11                 Survival of
Representations and Warranties.  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


11.12                 Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


11.13                 Replacement of
Lenders.  If any Lender requests
compensation under Section 4.04, if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 4.01, if any Lender is a Defaulting
Lender, or if any Lender fails to approve any amendment, waiver or consent
requested by Borrower pursuant to Section 11.01 that has received the
written approval of not less than the Required Lenders but also requires the
approval of such Lender, then in each such case the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section




 133
 









11.06), all of its interests, rights
and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:


(a)                                  the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 11.06(b);


(b)                                 such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C – BA Advances, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 4.05) from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts);


(c)                                  in
the case of any such assignment resulting from a claim for compensation under Section
4.04 or payments required to be made pursuant to Section 4.01, such
assignment will result in a reduction in such compensation or payments
thereafter;


(d)                                 in
the case of any such assignment resulting from the refusal of a Lender to
approve a requested amendment, waiver or consent, the Person to whom such
assignment is being made has agreed to approve such requested amendment, waiver
or consent; and


(e)                                  such
assignment does not conflict with applicable Laws.


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


11.14                 Governing
Law; Jurisdiction; Etc.


(a)                                  GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


(b)                                 SUBMISSION
TO JURISDICTION.  THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY 



 134
 









RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.


(c)                                  WAIVER
OF VENUE.  THE BORROWER IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.


(d)                                 SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11.02.  NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.


11.15                 Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


11.16                 USA PATRIOT Act
Notice.  Each Lender that is subject
to the Act (as hereinafter defined) and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.


11.17                 No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the
Borrower acknowledges and 



 135
 









agrees, and acknowledges its Affiliates’
understanding, that:  (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative
Agent, JPMorgan and the Arrangers are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the
Administrative Agent, JPMorgan and the Arrangers, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) each
of the Administrative Agent, JPMorgan and the Arrangers is and has been acting
solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Affiliates or any other
Person and (B) neither the Administrative Agent, JPMorgan nor either Arranger
has any obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents and (iii) the Administrative Agent,
JPMorgan and the Arrangers and their respective Affiliates may be engaged in a
board range of transactions that involve interests that differ from those of
the Borrower and its Affiliates, and neither the Administrative Agent, JPMorgan
nor either Arranger has any obligation to disclose any of such interests  to the Borrower or its Affiliates.  To the fullest extent permitted by law, the
Borrower hereby waives and releases any claims that it may have against the
Administrative Agent, JPMorgan and each Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


[Remainder of page is intentionally left blank; signature
pages follow.]



 136














IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first
above written.


	
  

  	
  MUELLER WATER PRODUCTS, INC.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Walter A.
  Smith

  	 

	
   

  	
  Name:

  	
  Walter A. Smith

  	 

	
   

  	
  Title:

  	
  Senior Vice President
  and Treasurer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  MUELLER GROUP, LLC, solely for
  purposes of 

  Section 1.01(i) of this Agreement

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Walter A.
  Smith

  	 

	
   

  	
  Name:

  	
  Walter A. Smith

  	 

	
   

  	
  Title:

  	
  Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  BANK OF AMERICA, N.A., as
  Administrative 

  Agent

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ W. Thomas
  Barnett

  	 

	
   

  	
  Name:

  	
  W. Thomas
  Barnett

  	 

	
   

  	
  Title:

  	
  Senior Vice
  President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  BANK OF AMERICA, N.A., as a
  Lender, L/C 

  Issuer and Swing Line Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ W. Thomas
  Barnett

  	 

	
   

  	
  Name:

  	
  W. Thomas
  Barnett

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as
  a Lender 

  and L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suzanne
  Ergastolo

  
	
   

  	
  Name:

  	
  Suzanne
  Ergastolo

  
	
   

  	
  Title:

  	
  Vice President

  
																



 


 


Mueller Water Products,
Inc.


Amended
And Restated Credit Agreement


Signature
Pages











 


	
  

  	
  CITICORP USA, INC., as a
  Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Jeffrey A.
  Neikirk

  	 

	
   

  	
  Name:

  	
  Jeffrey A.
  Neikirk

  	 

	
   

  	
  Title:

  	
  Managing
  Director

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  CALYON NEW YORK BRANCH, as a
  Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Samuel L.
  Hill     

  	 

	
   

  	
  Name:

  	
  Samuel L. Hill

  	 

	
   

  	
  Title:

  	
  Managing
  Director & Regional Manager

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Brian Myers

  	 

	
   

  	
  Name:

  	
  Brian Myers

  	 

	
   

  	
  Title:

  	
  Managing
  Director

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  SUNTRUST BANK, as a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Stacy M.
  Lewis

  	 

	
   

  	
  Name:

  	
  Stacy M. Lewis

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RAYMOND JAMES BANK, FSB, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D.
  Hahn

  
	
   

  	
  Name:

  	
  Andrew D. Hahn

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIFTH THIRD BANK, A MICHIGAN 

  BANKING CORPORATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A.
  Marian

  
	
   

  	
  Name:

  	
  John A. Marian

  
	
   

  	
  Title:

  	
  Vice President

  
																



 


 


Mueller Water Products,
Inc.


Amended
And Restated Credit Agreement


Signature
Pages











 


	
  

  	
  NORTH FORK BUSINESS CAPITAL CORP.,
  

  as a Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Paul Dellova

  	 

	
   

  	
  Name:

  	
  Paul Dellova

  	 

	
   

  	
  Title:

  	
  Senior Vice
  President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  COMERICA BANK, as a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Stacey V.
  Judd

  	 

	
   

  	
  Name:

  	
  Stacey V. Judd

  	 

	
   

  	
  Title:

  	
  Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  CAROLINA FIRST BANK, as a
  Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Kevin M.
  Short

  	 

	
   

  	
  Name:

  	
  Kevin M. Short

  	 

	
   

  	
  Title:

  	
  Senior Vice
  President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  KBC BANK N.A., as a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Thomas G.
  Jackson

  	 

	
   

  	
  Name:

  	
  Thomas G.
  Jackson

  
	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-Pierre
  Diels

  
	
   

  	
  Name:

  	
  Jean-Pierre
  Diels

  
	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,
  as a 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis K.
  McLinden

  
	
   

  	
  Name:

  	
  Louis K.
  McLinden

  
	
   

  	
  Title:

  	
  Vice President

  
																



 


 


Mueller Water Products,
Inc.


Amended
And Restated Credit Agreement


Signature
Pages











 


	
  

  	
  TD BANKNORTH, N.A., as a
  Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Jeffrey R.
  Westling

  	 

	
   

  	
  Name:

  	
  Jeffrey R.
  Westling

  	 

	
   

  	
  Title:

  	
  Senior Vice
  President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE ROYAL BANK OF SCOTLAND, PLC,
  as 

  a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Angela
  Reilly

  	 

	
   

  	
  Name:

  	
  Angela Reilly

  	 

	
   

  	
  Title:

  	
  Managing
  Director

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE BANK OF NEW YORK, as a
  Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ David C.
  Siegel

  	 

	
   

  	
  Name:

  	
  David C. Siegel

  	 

	
   

  	
  Title:

  	
  Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  ISRAEL DISCOUNT BANK OF NEW YORK, 

  as a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Andy Ballta

  	 

	
   

  	
  Name:

  	
  Andy Ballta

  
	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter T.
  Duffy III

  
	
   

  	
  Name:

  	
  Walter T. Duffy
  III

  
	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION,
  as a 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J.
  Purcell

  
	
   

  	
  Name:

  	
  Thomas J.
  Purcell

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
																



 


 


Mueller Water Products,
Inc.


Amended
And Restated Credit Agreement


Signature Pages











 


	
  

  	
  THE NORTHERN TRUST COMPANY, as
  a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C.
  Canty

  
	
   

  	
  Name:

  	
  John C. Canty

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRSTRUST BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ellen Frank

  
	
   

  	
  Name:

  	
  Ellen Frank

  
	
   

  	
  Title:

  	
  Vice President

  
								



 


Mueller Water Products,
Inc.


Amended
And Restated Credit Agreement


Signature Pages