Exhibit
10.1


EXECUTION COPY


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


dated as of May 31, 2007


among


UNITED INDUSTRIAL CORPORATION and AAI CORPORATION,

as Borrowers,


THE LENDERS FROM TIME TO TIME PARTY HERETO,


KEYBANK NATIONAL ASSOCIATION and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,


CITIBANK, N.A., and

JPMORGAN CHASE BANK, N.A.

as Co-Syndication Agents


and


SUNTRUST BANK,

as Administrative
Agent


====================================================================


SUNTRUST ROBINSON HUMPHREY,

a division of SunTrust Capital Markets, Inc.,

as Joint Lead
Arranger and Sole Book Manager


and


CITIBANK, N.A.,

as Joint Lead
Arranger


















TABLE OF CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS; CONSTRUCTION

  	
   

  	
  1

  
	
  Section 1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2.

  	
   

  	
  Classifications of Loans and Borrowings

  	
   

  	
  24

  
	
  Section 1.3.

  	
   

  	
  Accounting Terms and Determination

  	
   

  	
  25

  
	
  Section 1.4.

  	
   

  	
  Terms Generally

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS

  	
   

  	
  25

  
	
  Section 2.1.

  	
   

  	
  General Description of Facilities

  	
   

  	
  25

  
	
  Section 2.2.

  	
   

  	
  Revolving Loans

  	
   

  	
  26

  
	
  Section 2.3.

  	
   

  	
  Procedure for Revolving Borrowings

  	
   

  	
  26

  
	
  Section 2.4.

  	
   

  	
  Swingline Commitment

  	
   

  	
  26

  
	
  Section 2.5.

  	
   

  	
  Funding of Borrowings

  	
   

  	
  28

  
	
  Section 2.6.

  	
   

  	
  Interest Elections

  	
   

  	
  29

  
	
  Section 2.7.

  	
   

  	
  Optional Reduction and Termination of Commitments

  	
   

  	
  30

  
	
  Section 2.8.

  	
   

  	
  Repayment of Loans

  	
   

  	
  30

  
	
  Section 2.9.

  	
   

  	
  Evidence of Indebtedness

  	
   

  	
  31

  
	
  Section 2.10.

  	
   

  	
  Optional Prepayments

  	
   

  	
  31

  
	
  Section 2.11.

  	
   

  	
  Mandatory Prepayments

  	
   

  	
  32

  
	
  Section 2.12.

  	
   

  	
  Interest on Loans

  	
   

  	
  33

  
	
  Section 2.13.

  	
   

  	
  Fees

  	
   

  	
  34

  
	
  Section 2.14.

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  35

  
	
  Section 2.15.

  	
   

  	
  Inability to Determine Interest Rates

  	
   

  	
  35

  
	
  Section 2.16.

  	
   

  	
  Illegality

  	
   

  	
  36

  
	
  Section 2.17.

  	
   

  	
  Increased Costs

  	
   

  	
  36

  
	
  Section 2.18.

  	
   

  	
  Funding Indemnity

  	
   

  	
  38

  
	
  Section 2.19.

  	
   

  	
  Taxes

  	
   

  	
  38

  
	
  Section 2.20.

  	
   

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

  	
   

  	
  40

  
	
  Section 2.21.

  	
   

  	
  Letters of Credit

  	
   

  	
  42

  
	
  Section 2.22.

  	
   

  	
  Increase of Commitments; Additional Lenders

  	
   

  	
  46

  
	
  Section 2.23.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III CONDITIONS PRECEDENT TO LOANS AND
  LETTERS OF CREDIT

  	
   

  	
  47

  
	
  Section 3.1.

  	
   

  	
  Conditions To Effectiveness

  	
   

  	
  47

  
	
  Section 3.2.

  	
   

  	
  Each Credit Event

  	
   

  	
  51

  
	
  Section 3.3.

  	
   

  	
  Delivery of Documents

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
   

  	
  52

  
	
  Section 4.1.

  	
   

  	
  Existence; Power

  	
   

  	
  52

  
	
  Section 4.2.

  	
   

  	
  Organizational Power; Authorization

  	
   

  	
  52

  
	
  Section 4.3.

  	
   

  	
  Governmental Approvals; No Conflicts

  	
   

  	
  52

  
	
  Section 4.4.

  	
   

  	
  Financial Statements

  	
   

  	
  52

  
	
  Section 4.5.

  	
   

  	
  Litigation and Environmental Matters

  	
   

  	
  53

  



 



 i
 









 


	
  Section 4.6.

  	
   

  	
  Compliance with Laws and Agreements

  	
   

  	
  53

  
	
  Section 4.7.

  	
   

  	
  Investment Company Act, Etc.

  	
   

  	
  53

  
	
  Section 4.8.

  	
   

  	
  Taxes

  	
   

  	
  53

  
	
  Section 4.9.

  	
   

  	
  Margin Regulations

  	
   

  	
  54

  
	
  Section 4.10.

  	
   

  	
  ERISA

  	
   

  	
  54

  
	
  Section 4.11.

  	
   

  	
  Ownership of Property

  	
   

  	
  54

  
	
  Section 4.12.

  	
   

  	
  Disclosure

  	
   

  	
  55

  
	
  Section 4.13.

  	
   

  	
  Labor Relations

  	
   

  	
  55

  
	
  Section 4.14.

  	
   

  	
  Subsidiaries

  	
   

  	
  55

  
	
  Section 4.15.

  	
   

  	
  Solvency

  	
   

  	
  55

  
	
  Section 4.16.

  	
   

  	
  OFAC

  	
   

  	
  55

  
	
  Section 4.17.

  	
   

  	
  Patriot Act

  	
   

  	
  56

  
	
  Section 4.18.

  	
   

  	
  Security Documents

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V AFFIRMATIVE COVENANTS

  	
   

  	
  57

  
	
  Section 5.1.

  	
   

  	
  Financial Statements and Other Information

  	
   

  	
  57

  
	
  Section 5.2.

  	
   

  	
  Notices of Material Events

  	
   

  	
  58

  
	
  Section 5.3.

  	
   

  	
  Existence; Conduct of Business

  	
   

  	
  59

  
	
  Section 5.4.

  	
   

  	
  Compliance with Laws, Etc.

  	
   

  	
  59

  
	
  Section 5.5.

  	
   

  	
  Payment of Obligations

  	
   

  	
  59

  
	
  Section 5.6.

  	
   

  	
  Books and Records

  	
   

  	
  59

  
	
  Section 5.7.

  	
   

  	
  Visitation, Inspection, Etc.

  	
   

  	
  59

  
	
  Section 5.8.

  	
   

  	
  Maintenance of Properties; Insurance

  	
   

  	
  60

  
	
  Section 5.9.

  	
   

  	
  Use of Proceeds and Letters of Credit

  	
   

  	
  60

  
	
  Section 5.10.

  	
   

  	
  Additional Subsidiaries

  	
   

  	
  60

  
	
  Section 5.11.

  	
   

  	
  Casualty and Condemnation

  	
   

  	
  62

  
	
  Section 5.12.

  	
   

  	
  Controlled Accounts

  	
   

  	
  62

  
	
  Section 5.13.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  62

  
	
  Section 5.14.

  	
   

  	
  Further Assurances

  	
   

  	
  63

  
	
  Section 5.15.

  	
   

  	
  Post-Closing Requirements

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI FINANCIAL COVENANTS

  	
   

  	
  63

  
	
  Section 6.1.

  	
   

  	
  Leverage Ratio

  	
   

  	
  63

  
	
  Section 6.2.

  	
   

  	
  Fixed Charge Coverage Ratio

  	
   

  	
  63

  
	
  Section 6.3.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  63

  
	
  Section 6.4.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  63

  
	
  Section 6.5.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII NEGATIVE COVENANTS

  	
   

  	
  63

  
	
  Section 7.1.

  	
   

  	
  Indebtedness and Preferred Equity

  	
   

  	
  64

  
	
  Section 7.2.

  	
   

  	
  Negative Pledge

  	
   

  	
  64

  
	
  Section 7.3.

  	
   

  	
  Fundamental Changes

  	
   

  	
  65

  
	
  Section 7.4.

  	
   

  	
  Investments, Loans, Etc.

  	
   

  	
  65

  
	
  Section 7.5.

  	
   

  	
  Restricted Payments

  	
   

  	
  66

  
	
  Section 7.6.

  	
   

  	
  Sale of Assets

  	
   

  	
  67

  
	
  Section 7.7.

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  67

  



 



 ii
 









 


	
  Section 7.8.

  	
   

  	
  Restrictive Agreements

  	
   

  	
  67

  
	
  Section 7.9.

  	
   

  	
  Sale and Leaseback Transactions

  	
   

  	
  68

  
	
  Section 7.10.

  	
   

  	
  Hedging Transactions

  	
   

  	
  68

  
	
  Section 7.11.

  	
   

  	
  Amendment to Material Documents

  	
   

  	
  68

  
	
  Section 7.12.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  69

  
	
  Section 7.13.

  	
   

  	
  Accounting Changes

  	
   

  	
  69

  
	
  Section 7.14.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  69

  
	
  Section 7.15.

  	
   

  	
  Intentionally Deleted

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII EVENTS OF DEFAULT

  	
   

  	
  69

  
	
  Section 8.1.

  	
   

  	
  Events of Default

  	
   

  	
  69

  
	
  Section 8.2.

  	
   

  	
  Application of Proceeds from Collateral

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX THE ADMINISTRATIVE AGENT

  	
   

  	
  73

  
	
  Section 9.1.

  	
   

  	
  Appointment of Administrative Agent

  	
   

  	
  73

  
	
  Section 9.2.

  	
   

  	
  Nature of Duties of Administrative Agent

  	
   

  	
  73

  
	
  Section 9.3.

  	
   

  	
  Lack of Reliance on the Administrative Agent

  	
   

  	
  74

  
	
  Section 9.4.

  	
   

  	
  Certain Rights of the Administrative Agent

  	
   

  	
  74

  
	
  Section 9.5.

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  75

  
	
  Section 9.6.

  	
   

  	
  The Administrative Agent in its Individual Capacity

  	
   

  	
  75

  
	
  Section 9.7.

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  75

  
	
  Section 9.8.

  	
   

  	
  Authorization to Execute other Loan Documents

  	
   

  	
  76

  
	
  Section 9.9.

  	
   

  	
  Documentation Agent; Syndication Agent

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
   

  	
  76

  
	
  Section 10.1.

  	
   

  	
  Notices

  	
   

  	
  76

  
	
  Section 10.2.

  	
   

  	
  Waiver; Amendments

  	
   

  	
  78

  
	
  Section 10.3.

  	
   

  	
  Expenses; Indemnification

  	
   

  	
  79

  
	
  Section 10.4.

  	
   

  	
  Successors and Assigns

  	
   

  	
  81

  
	
  Section 10.5.

  	
   

  	
  Governing Law; Jurisdiction; Consent to Service of
  Process

  	
   

  	
  84

  
	
  Section 10.6.

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  85

  
	
  Section 10.7.

  	
   

  	
  Right of Setoff

  	
   

  	
  85

  
	
  Section 10.8.

  	
   

  	
  Counterparts; Integration

  	
   

  	
  85

  
	
  Section 10.9.

  	
   

  	
  Survival

  	
   

  	
  86

  
	
  Section 10.10.

  	
   

  	
  Severability

  	
   

  	
  86

  
	
  Section 10.11.

  	
   

  	
  Confidentiality

  	
   

  	
  86

  
	
  Section 10.12.

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  87

  
	
  Section 10.13.

  	
   

  	
  Waiver of Effect of Corporate Seal

  	
   

  	
  87

  
	
  Section 10.14.

  	
   

  	
  Patriot Act

  	
   

  	
  87

  



 



 iii
 









 


	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  —

  	
   

  	
  Applicable Margin and Applicable Percentage

  
	
  Schedule II

  	
   

  	
   

  	
   

  	
  Commitment Amounts

  
	
  Schedule 1.1A

  	
   

  	
  —

  	
   

  	
  Additional Permitted Investments

  
	
  Schedule 2.21

  	
   

  	
  —

  	
   

  	
  Existing Letters of Credit

  
	
  Schedule 4.5

  	
   

  	
  —

  	
   

  	
  Environmental Matters

  
	
  Schedule 4.14

  	
   

  	
  —

  	
   

  	
  Subsidiaries

  
	
  Schedule 7.2

  	
   

  	
  —

  	
   

  	
  Existing Liens

  
	
  Schedule 7.4

  	
   

  	
  —

  	
   

  	
  Existing Investments

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  —

  	
   

  	
  Form of Revolving Credit Note

  
	
  Exhibit B

  	
   

  	
  —

  	
   

  	
  Form of Swingline Note

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Form of Assignment and Acceptance

  
	
  Exhibit D

  	
   

  	
  —

  	
   

  	
  Form of Subsidiary Guaranty Agreement

  
	
  Exhibit 2.3

  	
   

  	
  —

  	
   

  	
  Form of Notice of Revolving Borrowing

  
	
  Exhibit 2.4

  	
   

  	
  —

  	
   

  	
  Form of Notice of Swingline Borrowing

  
	
  Exhibit 2.6

  	
   

  	
  —

  	
   

  	
  Form of Notice of Conversion/Continuation

  
	
  Exhibit
  3.1(b)(xiii)

  	
   

  	
  —

  	
   

  	
  Form of Secretary’s Certificate

  
	
  Exhibit
  3.1(b)(xvi)

  	
   

  	
  —

  	
   

  	
  Form of Officer’s Certificate

  
	
  Exhibit 5.1(b)

  	
   

  	
  —

  	
   

  	
  Form of Compliance Certificate

  



 



 iv















 


AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT


THIS AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT (as
amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of May
31, 2007, by and among  AAI CORPORATION, a Maryland
corporation (“AAI”), UNITED INDUSTRIAL
CORPORATION, a Delaware corporation (“UIC”, and together with
AAI, collectively, the “Borrowers”, and individually, a “Borrower”),
the several banks and other financial institutions and lenders from time to
time party hereto (the “Lenders”), and SUNTRUST
BANK, in its capacity as administrative agent for the Lenders (the “Administrative
Agent”), as Issuing Bank  and as
Swingline Lender.


W I T N E S S E T H:


WHEREAS, the
Borrowers, the Lenders party thereto (the “Existing Lenders”) and the
Administrative Agent entered into a Revolving Credit Agreement dated as of July
18, 2005 (as amended through the date hereof, the “Existing Credit Agreement”)
establishing a $100,000,000 revolving credit facility in favor of AAI.


WHEREAS, the
Borrowers have requested and, subject to the terms and conditions of this
Agreement, certain of the Lenders party to the Existing Credit Agreement and
the Administrative Agent have agreed to amend and restate the Existing Credit
Agreement to establish a $200,000,000 revolving credit facility in favor of
the Borrowers, including a $20,000,000 swingline subfacility and a
$200,000,000 letter of credit subfacility, and to make certain additional
changes to the Existing Credit Agreement as set forth herein.


WHEREAS, subject to the terms and conditions of this
Agreement, the Lenders, the Issuing Bank and the Swingline Lender to the extent
of their respective Commitments as defined herein, are willing severally to
establish the requested revolving credit facility, letter of credit subfacility
and the swingline subfacility in favor of the Borrowers.


NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrowers, the Lenders, the Administrative
Agent, the Issuing Bank and the Swingline Lender agree as follows:


ARTICLE I


DEFINITIONS;
CONSTRUCTION


Section 1.1.           Definitions.  In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):


“Additional Commitment
Amount” shall have the meaning given to such term in Section 2.22.


“Additional Lender”
shall have the meaning given to such term in Section 2.22.













“Adjusted LIBO Rate”
shall mean, with respect to each Interest Period for a Eurodollar Borrowing,
the rate per annum obtained by dividing (i) LIBOR for such Interest Period
by (ii) a percentage equal to 1.00 minus the
Eurodollar Reserve Percentage.


“Administrative Borrower”
shall mean UIC.


“Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.


“Affiliate” shall
mean, as to any Person, any other Person that directly, or indirectly through
one or more intermediaries, Controls, is Controlled by, or is under common
Control with, such Person.  For the
purposes of this definition, “Control” shall mean the power, directly or
indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors (or persons performing similar
functions) of a Person or (ii) direct or cause the direction of the management
and policies of a Person, whether through the ability to exercise voting power,
by control or otherwise.  The terms “Controlling”,
“Controlled by”, and “under common Control with” have the meanings correlative
thereto.


“Aggregate Revolving
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Revolving Commitments from time to time.  On the Closing Date, the Aggregate Revolving
Commitment Amount equals $200,000,000.


“Aggregate Revolving
Commitments” shall mean, collectively, all Revolving Commitments of all
Lenders at any time outstanding.


“Aggregate Subsidiary
Threshold” shall mean an amount equal to ninety percent (90%) of the total
consolidated revenue and ninety percent (90%) of the total consolidated assets,
in each case of the Borrowers and their Subsidiaries for the most recent Fiscal
Quarter as shown on the financial statements most recently delivered or
required to be delivered pursuant to Section 5.1(a).


“Applicable Lending Office” shall mean, for
each Lender and for each Type of Loan, the “Lending Office” of such Lender (or
an Affiliate of such Lender) designated for such Type of Loan in the
Administrative Questionnaire submitted by such Lender or such other office of
such Lender (or an Affiliate of such Lender) as such Lender may from time to
time specify to the Administrative Agent and the Administrative Borrower as the
office by which its Loans of such Type are to be made and maintained.


“Applicable Margin”
shall mean, as of any date, with respect to interest on all Revolving Loans
outstanding on any date or the letter of credit fee, as the case may be, a
percentage per annum determined by reference to the Borrowers’ and their
Subsidiaries’ Leverage Ratio from time to time in effect as set forth on Schedule
I; provided, that a change in the Applicable Margin resulting from a
change in the Borrowers’ and their Subsidiaries’ Leverage Ratio shall be
effective on the second Business Day after which the Borrowers deliver the
financial statements required by Section 5.1(a) and the Compliance
Certificate required by Section 5.1(b); provided further, that if
at any time the Borrowers shall have failed to deliver such financial
statements and such Compliance Certificate, the Applicable Margin shall be at 



 2
 









Level IV as set forth on Schedule
I until such time as such financial statements and Compliance Certificate
are delivered, at which time the Applicable Margin shall be determined as
provided above; and  provided  further, that in the
event that any financial statement delivered pursuant to Section 5.1(a)
or any Compliance Certificate delivered pursuant to Section 5.1(b) is
shown to be inaccurate, and such inaccuracy, if corrected, would have led to
the application of a higher Applicable Margin for any period (an “Applicable
Margin Period”) than the Applicable Margin applied for such Applicable
Margin Period, then (i) the Borrowers shall immediately deliver to the
Administrative Agent a correct Compliance Certificate for such Applicable
Margin Period, (ii) the Applicable Margin shall be as if the higher applicable
percentage were applicable for such Applicable Margin Period, and (iii) the
Borrowers shall promptly pay to the Administrative Agent the additional
interest and letter of credit fee owing as a result of such increased Applicable
Margin for such Applicable Margin Period, which payment shall be promptly
applied by the Administrative Agent in accordance with Section 2.20 (The
foregoing shall not limit the rights of the Administrative Agent and the
Lenders with respect to Sections 2.12(c) or 2.12(d) or Article
8).  In the event that any financial
statement delivered pursuant to Section 5.1(a) or any Compliance
Certificate delivered pursuant to Section 5.1(b) is shown to be
inaccurate, and such inaccuracy, if corrected, would have led to the
application of a lower Applicable Margin for any Applicable Margin Period than
the Applicable Margin applied for such Applicable Margin Period, then (i) the
Borrowers shall immediately deliver to the Administrative Agent a correct
Compliance Certificate for such Applicable Margin Period and (ii) the
Applicable Margin shall be as if the lower applicable percentage were
applicable for such Applicable Margin Period. 
Notwithstanding the foregoing,
the Applicable Margin from the Closing Date until the financial statements and
Compliance Certificate for the Fiscal Quarter ending June 30, 2007 are required
to be delivered shall be at Level I as set forth on Schedule I.


“Applicable Percentage”
shall mean, as of any date, with respect to the facility  commitment
fee as of any date, the percentage per annum determined by reference to the
Borrowers’ and their Subsidiaries’ Leverage Ratio in effect on such date as set
forth on Schedule I; provided, that a change in the Applicable
Percentage resulting from a change in the Borrowers’ and their Subsidiaries’
Leverage Ratio shall be effective on the second Business Day after which the
Borrowers deliver the financial statements required by Section 5.1(a)
and the Compliance Certificate required by Section 5.1(b); provided
further, that if at any time the Borrowers shall have failed to deliver
such financial statements and such Compliance Certificate, the Applicable
Percentage shall be at Level IV as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Percentage shall be determined as provided above;
and  provided  further, that in the event that any financial
statement delivered pursuant to Section 5.1(a) or any Compliance
Certificate delivered pursuant to Section 5.1(b) is shown to be
inaccurate, and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Percentage for any period (an “Applicable
Percentage Period”) than the Applicable Percentage applied for such
Applicable Percentage Period, then (i) the Borrowers shall immediately deliver
to the Administrative Agent a correct Compliance Certificate for such
Applicable Percentage Period, (ii) the Applicable Percentage shall be as if the
higher applicable percentage were applicable for such Applicable Percentage
Period, and (iii) the Borrowers shall promptly pay to the Administrative Agent
the additional fee owing as a result of such increased Applicable Percentage
for such Applicable Percentage Period, which payment shall be promptly applied
by the Administrative Agent in accordance with Section 2.20 (The
foregoing shall not limit the rights of the Administrative Agent and the
Lenders with 



 3
 









respect to Sections 2.12(c) or 2.12(d)
or Article 8).  In the event that any financial
statement delivered pursuant to Section 5.1(a) or any Compliance
Certificate delivered pursuant to Section 5.1(b) is shown to be
inaccurate, and such inaccuracy, if corrected, would have led to the
application of a lower Applicable Percentage for any Applicable Percentage
Period than the Applicable Percentage applied for such Applicable Percentage
Period, then (i) the Borrowers shall immediately deliver to the Administrative
Agent a correct Compliance Certificate for such Applicable Percentage Period
and (ii) the Applicable Percentage shall be as if the lower applicable
percentage were applicable for such Applicable Percentage Period.  Notwithstanding
the foregoing, the Applicable Percentage for the commitment fee from the
Closing Date until the financial statements and Compliance Certificate for the
Fiscal Quarter ending June 30, 2007 are required to be delivered shall be at
Level I as set forth on Schedule I.


“Approved Fund” shall
mean 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 of its business and that is
administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii)
an entity or an Affiliate of an entity that administers or manages a Lender.


“Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section 10.4(b)) and accepted by the Administrative Agent, in the
form of Exhibit C attached hereto or any other form approved by the
Administrative Agent.


“Availability Period” shall mean the period from the Closing Date to the
Revolving Commitment Termination Date.


“Base Rate” shall
mean the higher of (i) the per annum rate which the Administrative Agent
publicly announces from time to time to be its prime lending rate, as in effect
from time to time, and (ii) the Federal Funds Rate, as in effect from time
to time, plus one-half of one percent
(0.50%).  The Administrative Agent’s
prime lending rate is a reference rate and does not necessarily represent the
lowest or best rate charged to customers. 
The Administrative Agent may make commercial loans or other loans at rates
of interest at, above or below the Administrative Agent’s prime lending
rate.  Each change in the Administrative
Agent’s prime lending rate shall be effective from and including the date such
change is publicly announced as being effective.


“Borrower Pledge Agreement” shall mean that certain Amended and
Restated Pledge Agreement, dated as of the date hereof, executed by the
Borrowers and each Subsidiary Loan Party that owns any Capital Stock of AAI or
another Subsidiary, in favor of the Administrative Agent for the benefit of the
Lenders, pursuant to which such Loan Parties shall pledge all of the Capital
Stock of its Domestic Subsidiaries and 65% of the voting Capital Stock and 100%
of the non-voting Capital Stock of its Non-U.S. Subsidiaries, in each case, as
amended, restated, supplemented or otherwise modified from time to time.


“Borrowing” shall mean a borrowing consisting of
(i) Loans of the same Class and Type, made, converted or continued on the same
date and in the case of Eurodollar Loans, as to which a single Interest Period
is in effect, or (ii) a Swingline Loan.



 4
 









“Business Day” shall
mean (i) any day other than a Saturday, Sunday or other day on which commercial
banks in Atlanta, Georgia and New York are authorized or required by law to
close and (ii) if such day relates to a Borrowing of, a payment or prepayment
of principal or interest on, a conversion of or into, or an Interest Period
for, a Eurodollar Loan or a notice with respect to any of the foregoing, any
day on which dealings in Dollars are carried on in the London interbank market.


“Business Sweep Account
Agreement” shall mean any account agreement entered into by and between the
Borrowers and the Swingline Lender from time to time authorizing the automatic
borrowing and repayment of Swingline Loans under the Swingline Commitment into
and from the bank account governed thereby, and specifically referring to this
Agreement.


“Capital Expenditures”
shall mean for any period, without duplication, (i) the additions to property,
plant and equipment and other capital expenditures of any Person and its
Subsidiaries that are (or would be) set forth on a consolidated statement of
cash flows of such Person for such period prepared in accordance with GAAP and
(ii) Capital Lease Obligations incurred by the Borrowers and their Subsidiaries
during such period.


“Capital Lease
Obligations” of any Person shall mean all obligations of such Person to pay
rent or other amounts under any lease (or other arrangement conveying the right
to use) of real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases
on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


“Capital Stock” shall mean any non-redeemable
capital stock (or in the case of a partnership or limited liability company,
the partners’ or members’ equivalent equity interest) of the Borrowers or any
of their Subsidiaries (to the extent issued to a Person other than the
Borrowers), whether common or preferred.


“Cash Equivalents” shall mean (i) direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the
United States), in each case maturing within one year from the date of
acquisition thereof; (ii) commercial
paper having the highest rating, at the time of acquisition thereof, of S&P
or Moody’s and in either case maturing within six months from the date of
acquisition thereof; (iii) certificates of deposit, bankers’ acceptances and
time deposits maturing within 180 days of the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts
issued or offered by, any domestic office of any commercial bank organized
under the laws of the United States or any state thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000; (iv)
fully collateralized repurchase agreements with a term of not more than 45 days
for securities described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iii) above; and (v)
mutual funds investing solely in any one or more of the Permitted Investments
described in clauses (i) through (iv) above, and investments described on Schedule
1.1A.



 5
 









“Change in Control” shall mean the occurrence
of one or more of the following events: (a) any sale, lease, exchange or other
transfer (in a single transaction or a series of related transactions) of all
or substantially all of the assets of UIC to any Person or “group” (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder in effect on the date hereof), other than a
Permitted Holder, (b) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or “group” (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof), other than a Permitted
Holder, of 30% or more of the outstanding shares of the voting stock of UIC;
(c) occupation of a majority of the seats (other than vacant seats) on the
board of directors of UIC by Persons who were neither (i) nominated by the
current board of directors nor (ii) appointed by directors so nominated; or
(d) UIC ceases to own and control, beneficially and of record, 100% of the
issued and outstanding shares of Capital Stock of the other Borrower.


“Change in Law” shall
mean (i) the adoption of any applicable law, rule or regulation after the date
of this Agreement, (ii) any change in any applicable law, rule or regulation,
or any change in the interpretation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by any Lender
(or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section
2.17(b), by such Lender’s or the Issuing Bank’s parent corporation, if
applicable) with any request, guideline or directive (whether or not having the
force of law) of any Governmental Authority made or issued after the date of
this Agreement.


“Class,” when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are Revolving Loans or Swingline Loans and when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment or a
Swingline Commitment.


“Closing Date” shall
mean the date on which the conditions precedent set forth in Section 3.1
and Section 3.2 have been satisfied or waived in accordance with Section
10.2.


“Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect from time to time.


“Collateral”
shall mean all tangible and intangible property, real and personal, of any Loan
Party that is the subject of a Lien granted pursuant to a Loan Document to the
Administrative Agent for the benefit of the Lenders to secure the whole or any
part of the Obligations or any Guarantee thereof, and shall include, without
limitation, all casualty insurance proceeds and condemnation awards with
respect to any of the foregoing.


“Commitment” shall
mean a Revolving Commitment or a Swingline Commitment or any combination
thereof (as the context shall permit or require).


“Compliance Certificate”
shall mean a certificate from a Responsible Officer in the form of, and
containing the certifications set forth in, the certificate attached hereto as Exhibit
5.1(b).



 6
 









“Consolidated Adjusted
EBITDA” shall mean, for any Person and its Subsidiaries for any period, an
amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated
Net Income for such period, (A) Consolidated Interest Expense,
(B) income tax expense determined on a consolidated basis in accordance
with GAAP, (C) depreciation and amortization determined on a consolidated
basis in accordance with GAAP, (D) all fees, charges and expenses incurred
by the Borrowers in connection with this Agreement, (E) one-time charges
in the amount not to exceed $600,000 associated with UIC’s disposition of its
former Subsidiary, Detroit Stoker, (F) certain non-recurring non-cash,
extraordinary and special charges (to the extent deducted from Consolidated Net
Income) approved by the Administrative Agent in writing, (G) adjustments
for discontinued operations under the Existing Credit Agreement and such other
adjustments as may be approved by the Administrative Agent in writing, in each
case for such period, and (H) non-cash stock options expense.


“Consolidated Fixed Charges” shall mean, for
the Borrowers and their Subsidiaries for any period, the sum (without
duplication) of (i) Consolidated Interest Expense for such period, (ii)
scheduled principal payments made on Indebtedness during such period and (iii)
ordinary dividends and distributions paid quarterly to holders of Capital
Stock, warrants and related instruments paid during such period.  Notwithstanding anything to the contrary,
special dividends (i.e., dividends other than the type referred to in the
preceding clause (iii)) and redemptions and repurchases of, the Capital Stock
of UIC shall not be included in the calculation of Consolidated Fixed Charges.


“Consolidated Interest
Expense” shall mean, for any Person and its Subsidiaries for any period
determined on a consolidated basis in accordance with GAAP, without
duplication, the sum of (i) total cash interest expense, including without
limitation the cash interest component of any payments in respect of Capital
Lease Obligations capitalized or expensed during such period  (whether or not actually paid during such period) plus (ii) the
net amount payable (or minus the net
amount receivable) under Hedging Transactions relating to interest rate
protection during such period (whether or not actually paid or received during
such period).


“Consolidated Net Income”
shall mean, for any Person and its Subsidiaries for any period, the net income
(or loss) of such Person and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including without limitation
or duplication, any income (or loss) of any Person accrued prior to the date it
becomes a Subsidiary of UIC or is merged into or consolidated with any
Subsidiary of UIC or the date that such Person’s assets are acquired by any
Subsidiary of UIC, but excluding therefrom (to the extent otherwise included
therein) (i) any extraordinary gains or losses, (ii) any gains
attributable to write-ups of assets and (iii) any equity interest of such
Person or its Subsidiaries in the unremitted earnings of any Person that is not
a Subsidiary or where the payment of dividends or making of other distributions
by such Person is subject to legal or contractual restrictions.



 7
 









“Consolidated Total Net
Debt” shall mean as of any date of determination for any Person and
its Subsidiaries, (i) all Indebtedness of such Person and its Subsidiaries measured
on a consolidated basis as of such date, excluding without duplication,
Indebtedness of the type described in subsection (xi) of the definition thereof
less (ii) cash and Cash Equivalents in excess of $10,000,000.


“Contractual Obligation”
of any Person shall mean any provision of any security issued by such Person or
of any agreement, instrument or undertaking under which such Person is
obligated or by which it or any of the property in which it has an interest is
bound.


“Controlled Account” shall mean each deposit or
investment account subject to a Control Account Agreement.


“Control Account
Agreements”
shall mean each tri-party agreement by and among a Loan Party, the
Administrative Agent and a depository bank or securities intermediary at which
such Loan Party maintains a deposit account or investment account, granting “control”
(as defined in Article 9 of the UCC) over such deposit account and investment
account to the Administrative Agent in a manner that perfects the Lien of the
Administrative Agent, for its benefit and for the benefit of the Lenders, under
the UCC.


“Convertible Notes”
shall mean those certain 3.75% Convertible Senior Notes due 2024 issued by UIC
pursuant to the Convertible Notes Indenture.


“Convertible Notes
Indenture” shall mean that certain Indenture, dated September 15, 2004, by
and between UIC and U.S. Bank National Association as trustee for the holders
of the Convertible Notes.


“Copyright” shall
have the meaning assigned to such term in the Security Agreement.


“Copyright Security
Agreements” shall mean, collectively, the Copyright Security Agreements
executed by the Loan Parties owning Copyrights or licenses of Copyrights in
favor of the Administrative Agent, on behalf of itself and Lenders, both on the
Closing Date and thereafter, as amended, restated, supplemented or otherwise
modified from time to time.


“Date Down Endorsement”
shall have the meaning assigned to such term in Section 3.1(b)(viii).


“Deed of Trust”
shall mean that certain Deed of Trust, Security Agreement, Assignment of Rents
and Leases and Fixture Filing (Maryland), dated as of July 18, 2005, by AAI, as
grantor, to Fred Wolf and Marci I. Gordon, as trustees, for the benefit of the
Administrative Agent, recorded on July 22, 2005, among the land records of
Baltimore County, Maryland, in Liber 22236, folio 186, encumbering AAI’s Hunt Valley, Baltimore County, Maryland Real
Estate.


“Default” shall mean
any condition or event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.



 8
 









“Default Interest”
shall have the meaning set forth in Section 2.12(c).


“Dollar(s)” and the
sign “$” shall mean lawful money of the United States of America.


“Domestic Subsidiary”
shall mean a direct or indirect Subsidiary of a Borrower organized in the
United States, the District of Columbia or any territory thereof.


“Environmental
Indemnity” shall mean that certain Amended and Restated Environmental
Indemnity Agreement, dated as of the date hereof, executed by AAI and all other
Loan Parties with Real Estate required to be pledged to the Administrative
Agent pursuant to Mortgages, as amended, restated, supplemented or otherwise
modified from time to time.


“Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority with jurisdiction, relating
to the environment, preservation or reclamation of natural resources, the
management, Release or threatened Release of any Hazardous Material or to human
health and safety matters.


“Environmental Liability”
shall mean any liability (including any liability for damages, costs of
environmental investigation and remediation, costs of administrative oversight,
fines, natural resource damages, penalties or indemnities), of any Borrower or any Subsidiary directly or
indirectly resulting from or based upon (i) any actual or alleged violation of
any Environmental Law, (ii) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (iii) any actual or
alleged exposure to any Hazardous Materials, (iv) the Release or threatened
Release of any Hazardous Materials or (v) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor statute.


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated), which, together
with any Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely
for the purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.


“ERISA Event”  shall mean (i) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (ii)
the existence with respect to any Plan of an “accumulated funding deficiency”
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iii) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (iv) the incurrence by any Borrower or any ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(v) the receipt by any Borrower
or any ERISA Affiliate from the PBGC or a plan administrator appointed by the
PBGC of any notice relating to an intention to terminate any Plan or Plans or
to appoint a trustee to administer any 



 9
 









Plan; (vi) the incurrence by
any Borrower or any of
their ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by
any Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any
notice, indicating the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.


“Eurodollar” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, bears interest at a rate determined by
reference to the Adjusted LIBO Rate.


“Eurodollar Reserve
Percentage” shall mean the aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other
marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to
which the Administrative Agent is subject with respect to the Adjusted LIBO
Rate pursuant to regulations issued by the Board of Governors of the Federal
Reserve System (or any Governmental Authority succeeding to any of its
principal functions) with respect to eurocurrency funding (currently referred
to as “eurocurrency liabilities” under Regulation D).  Eurodollar Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D.  The Eurodollar Reserve Percentage shall be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.


“Event of Default”
shall have the meaning provided in Article VIII.


“Excluded Taxes” shall
mean with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income or gross profits by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which any Lender is located and (c) in the
case of a Foreign Lender, any withholding tax that (i) is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement, (ii) is imposed on amounts payable to such Foreign
Lender at any time that such Foreign Lender designates a new lending office, other
than taxes that have accrued prior to the designation of such lending office
that are otherwise not Excluded Taxes, and (iii) is attributable to such
Foreign Lender’s failure to comply with Section 2.19(e).


“Existing Credit Agreement” has the meaning assigned
to such term in the Recitals.


“Existing Lenders” has the meaning assigned to
such term in the Recitals.



 10















 


“Existing Letters of
Credit” means the letters of credit issued by SunTrust Bank prior to the
Closing Date and set forth on Schedule 2.21.


“Federal Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the next 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System arranged by
Federal funds brokers, as published by the Federal Reserve Bank of New York on
the next succeeding Business Day or if such rate is not so published for any
Business Day, the Federal Funds Rate for such day shall be the average rounded
upwards, if necessary, to the next 1/100th of 1% of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by the Administrative Agent.


“Fee Letter” shall
mean that certain fee letter, dated as of May 14, 2007, executed by SunTrust
Capital Markets, Inc. and SunTrust Bank and accepted by UIC.


“Fiscal Quarter”
shall mean any fiscal quarter of any Person.


“Fiscal Year” shall
mean any fiscal year of any Person.


“Fixed Charge Coverage
Ratio” shall mean, for the Borrowers and their Subsidiaries as of any date,
the ratio of (a) Consolidated Adjusted EBITDA  less the actual amount paid by the Borrowers and their
Subsidiaries in cash on account of Capital Expenditures and income tax expense
to (b) Consolidated Fixed Charges, in each case measured for the four
consecutive Fiscal Quarters ending on such date.


“Foreign Lender”  shall mean any Lender that is not a
United States person under Section 7701(a)(3) of the Code.


“GAAP” shall mean
generally accepted accounting principles in the United States applied on a
consistent basis and subject to the terms of Section 1.3.


“Goose Creek Facility”
shall mean the 32 acres with a 195,000 square foot manufacturing facility
located at 5 Alliance Drive, Crowfield Plantation, Goose Creek, Berkeley
County, South Carolina, owned by AAI.


“Governmental Authority”
shall mean the government of the United States of America, any other nation or
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


“Guarantee” of or by
any Person (the “guarantor”) shall mean any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly and including any
obligation, direct or indirect, of the guarantor (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (ii) to purchase or lease property,
securities or 



 11
 









services for the purpose of
assuring the owner of such Indebtedness or other obligation of the payment
thereof, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (iv)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the
term “Guarantee” shall not include endorsements for collection or deposits in
the ordinary course of business.  The
amount of any Guarantee as of any date of determination shall be deemed to be
the lower of (i) an amount equal to the stated or determinable amount of the
primary obligation in respect of which Guarantee is made, and (ii) the maximum
amount for which such guaranteeing Person may be liable pursuant to the terms
of the instrument embodying such guarantee obligation, or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.  The term “Guarantee”
used as a verb has a corresponding meaning.


“Guarantors” shall
mean, collectively, the Subsidiary Loan Parties and each other Person who
executes a Guaranty Agreement in connection herewith.


“Guaranty Agreements”
shall mean, collectively, the Subsidiary Guaranty Agreement and any other
guaranty agreement executed in connection herewith.


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


“Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired under (i) any and all Hedging Transactions, (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Hedging
Transactions and (iii) any and all renewals, extensions and modifications of
any Hedging Transactions and any and all substitutions for any Hedging
Transactions.


“Hedging Transaction”
of any Person shall mean any transaction (including an agreement with respect
thereto) now existing or hereafter entered into by such Person that is a rate
swap, basis swap, forward rate transaction, commodity swap, interest rate
option, foreign exchange transaction, cap transaction, floor transaction,
collateral transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or
any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures.


“Indebtedness” of any
Person shall mean, without duplication (i) all obligations of such Person
for borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than trade payables incurred in the 



 12
 









ordinary course of business;
provided, that for purposes of Section 8.1(g), trade payables
overdue by more than 120 days shall be included in this definition except to
the extent that any of such trade payables are being disputed in good faith and
by appropriate measures), (iv) all obligations of such Person under any
conditional sale or other title retention agreement(s) relating to property
acquired by such Person, (v) all Capital Lease Obligations of such Person,
(vi) all obligations, contingent or otherwise, of such Person in respect of
letters of credit, acceptances or similar extensions of credit, (vii) all
Guarantees of such Person of the type of Indebtedness described in clauses (i)
through (vi) above, (viii) all Indebtedness of a third party secured by any
Lien on property owned by such Person, whether or not such Indebtedness has
been assumed by such Person, provided, however, that in the event that
liability of such Person is non-recourse to such Person and is recourse only to
specified property owned by such Person, the amount of Indebtedness attributed thereto
shall not exceed the greater of the fair market value of any such property or
the net book value of any such property, (ix) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any common stock of
such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging Obligations
other than Hedging Obligations arising out of Hedging Transactions entered into
in the ordinary course of business to hedge or mitigate risks to which any
Borrower or any Subsidiary of a Borrower is exposed in the conduct of its
business or the management of its liabilities.  The Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, except to the
extent that the terms of such Indebtedness provide that such Person is not
liable therefor.


“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.


“Information Memorandum”
shall mean the Confidential Information Memorandum dated May 2007 relating to
the Borrowers and the transactions contemplated by this Agreement and the other
Loan Documents.


“Interest Period” shall mean with respect to
(i) any Swingline Borrowing, such period as the Swingline Lender and the
Administrative Borrower shall mutually agree and (ii) any Eurodollar
Borrowing, a period of one, two, three or six months selected by the
Administrative Borrower; provided, that:


(i)             the initial Interest Period for
such Borrowing shall commence on the date of such Borrowing (including the date
of any conversion from a Borrowing of another Type), and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day on
which the next preceding Interest Period expires;


(ii)            if any Interest Period would otherwise end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar
month, in which case such Interest Period would end on the next preceding
Business Day;


(iii)           any Interest Period which 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 such calendar month; and



 13
 









(iv)           no Interest Period may extend beyond the Revolving
Commitment Termination Date.


“Issuing Bank” shall
mean SunTrust Bank or any other Lender, each in its capacity as an issuer of
Letters of Credit pursuant to Section 2.21.


“LC Commitment” shall
mean that portion of the Aggregate Revolving Commitment Amount that may be used
by the Borrowers for the issuance of Letters of Credit in an aggregate face
amount not to exceed $200,000,000.


“LC Disbursement”
shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.


“LC Documents” shall
mean the Letters of Credit and all applications, agreements and instruments
relating to the Letters of Credit.


“LC Exposure” shall
mean, at any time, the sum of (i) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus
(ii) the aggregate amount of all LC Disbursements that have not been
reimbursed by or on behalf of the Borrowers at such time.  The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.


“Lenders” shall have
the meaning assigned to such term in the opening paragraph of this Agreement
and shall include, where appropriate, the Swingline Lender and each Additional
Lender that joins this Agreement pursuant to Section 2.22.


“Letter of Credit”
shall mean any stand-by letter of credit issued pursuant to Section 2.21
by the Issuing Bank for the account of the Borrowers pursuant to the LC
Commitment and the Existing Letters of Credit.


“Leverage Ratio” shall
mean, with respect to any Person and its Subsidiaries as of any date, the ratio
of (i) Consolidated Total Net Debt of such Person and its Subsidiaries as of
such date to (ii) Consolidated Adjusted EBITDA of such Person and its
Subsidiaries for the four consecutive Fiscal Quarters ending on such date.


“LIBOR” shall mean,
for any applicable Interest Period with respect to any Eurodollar Loan, the
British Bankers’ Association Interest Settlement Rate per annum for deposits in
Dollars for a period equal to such Interest Period appearing on the display
designated as Page 3750 on the Dow Jones Markets Service (or such other page on
that service or such other service designated by the British Bankers’
Association for the display of such Association’s Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) on the day that
is two (2) Business Days prior to the first day of the Interest Period or if
such Page 3750 is unavailable for any reason at such time, the rate which appears
on the Reuters Screen ISDA Page as of such date and such time; provided,
that if the Administrative Agent determines that the relevant foregoing sources
are unavailable for the relevant Interest Period, LIBOR shall mean the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which
deposits in Dollars are offered to the Administrative Agent two (2) Business
Days preceding the first day of such Interest Period by leading banks in the
London interbank market as of 10:00 a.m. (New York time) for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Loan of the Administrative Agent.



 14
 









“Lien” shall mean any
mortgage, pledge, security interest, lien (statutory or otherwise), charge,
encumbrance, hypothecation, assignment, deposit arrangement, or other
arrangement having the practical effect of the foregoing or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having the same economic effect as any of the
foregoing).


“Loan Documents” shall mean,
collectively, this Agreement, the Notes (if any), the LC Documents, the
Guaranty Agreements, the Security Documents, all Notices of Borrowing, all
Notices of Conversion/Continuation, all Compliance Certificates, all landlord
waivers and consents, bailee agreements and any and all other instruments,
agreements, documents and writings executed in connection with any of the
foregoing.


“Loan Parties” shall
mean the Borrowers and the Guarantors.


“Loans” shall mean
all Revolving Loans and Swingline Loans in the aggregate or any of them, as the
context shall require.


“Margin Stock” shall
have the meaning assigned to such term in Regulation U.


“Material Adverse Effect”
shall mean, with respect to any event, act, condition or occurrence of whatever
nature (including any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding), whether singularly or in conjunction
with any other event or events, act or acts, condition or conditions,
occurrence or occurrences whether or not related, a material adverse change in,
or a material adverse effect on, (i) the business, results of operations,
financial condition, assets or liabilities of UIC and its Subsidiaries taken as
a whole, (ii) the ability of the Loan Parties to perform any of their
respective obligations under the Loan Documents, (iii) the rights and remedies
of the Administrative Agent, the Issuing Bank, Swingline Lender, and the
Lenders under any of the Loan Documents or (iv) the legality, validity or
enforceability of any of the Loan Documents.


“Material Indebtedness”
shall mean Indebtedness (other than the Loans and Letters of Credit) and
Hedging Obligations of any Borrower or any of its Subsidiaries, individually or
in an aggregate principal amount exceeding $1,000,000.  For purposes of determining the amount of
attributed Indebtedness from Hedging Obligations, the “principal amount” of any
Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of
such Hedging Obligations.


“Material Subsidiary”
shall mean, for any Person at any time, any direct or indirect Subsidiary of
such Person having:  (a) assets with a
book value in an amount equal to at least 5% of the book value of the total
assets of such Person and its Subsidiaries determined on a consolidated basis
as of the last day of the most recent Fiscal Quarter at such time; or
(b) revenues in an amount equal to at least 5% of the total revenues of
such Person and its Subsidiaries on a consolidated basis for the 12-month
period ending on the last day of the most recent Fiscal Quarter at such time.



 15
 









“Moody’s” shall mean
Moody’s Investors Service, Inc., or its successor.


“Mortgaged
Properties” shall mean, collectively, the Real Estate subject to the
Mortgages.


“Mortgages”
shall mean each of the mortgages, deeds of trust (including, without
limitation, the Deed of Trust), deeds to secure debt, or other real estate
security documents delivered by any Loan Party to Administrative Agent, all in
form and substance reasonably satisfactory to Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time.


“Multiemployer Plan” shall mean “Multiemployer
Plan” as set forth in Section 4001(a)(3) of ERISA and to which any
Borrower or any ERISA Affiliate contributes or is required to contribute or has
been required to contribute within the last six years.


“Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with
respect to any Hedging Obligation, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from such Hedging
Obligation.  “Unrealized losses” shall
mean the fair market value of the cost to such Person of replacing the Hedging
Transaction giving rise to such Hedging Obligation as of the date of
determination (assuming the Hedging Transaction were to be terminated as of
that date), and “unrealized profits” means the fair market value of the gain to
such Person of replacing such Hedging Transaction as of the date of
determination (assuming such Hedging Transaction were to be terminated as of
that date).


“Non-U.S. Subsidiary”
shall mean a direct or indirect Subsidiary of a Borrower organized in a
jurisdiction outside the United States where guarantee of the Obligations by
such Subsidiary would result in adverse U.S. federal income tax consequences to
any Borrower.


“Notes” shall mean,
collectively, the Revolving Credit Notes and the Swingline Note.


“Notices of Borrowing”
shall mean, collectively, the Notices of Revolving Borrowing and the Notices of
Swingline Borrowing.


“Notice of
Conversion/Continuation”  shall mean the
notice given by the Administrative Borrower to the Administrative Agent in
respect of the conversion or continuation of an outstanding Borrowing as
provided in Section 2.6(b).


“Notice of Revolving
Borrowing” shall have the meaning as set forth in Section 2.3.


“Notice of Swingline
Borrowing”  shall have the meaning as
set forth in Section 2.4.



 16
 









“Obligations” shall
mean all amounts owing by the Borrowers to the Administrative Agent, the
Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in
connection with this Agreement or any other Loan Document, including without
limitation, all principal, interest (including any interest accruing after the
filing of any petition in bankruptcy or the commencement of any insolvency,
reorganization or like proceeding relating to any Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding),
all reimbursement obligations, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all reasonable fees and
expenses of counsel to the Administrative Agent, the Issuing Bank and any
Lender (including the Swingline Lender) incurred pursuant to this Agreement or
any other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, and all Hedging Obligations owed to the Administrative
Agent, any Lender or any of their Affiliates incurred in order to limit
interest rate or fee fluctuation with respect to the Loans and Letters of
Credit, and all obligations and
liabilities incurred in connection with collecting and enforcing the foregoing,
together with all renewals, extensions, modifications or refinancings thereof.


“Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person that do not create a liability on the balance sheet of such Person,
(ii) any liability of such Person under any sale and leaseback transactions
that do not create a liability on the balance sheet of such Person, (iii) any
Synthetic Lease Obligation or (iv) any obligation arising with respect to
any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the balance sheet of
such Person.


“OSHA” shall mean the
Occupational Safety and Health Act of 1970, as amended from time to time, and
any successor statute.


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


“Participant” shall
have the meaning set forth in Section 10.4(d).


“Patent” shall
have the meaning assigned to such term in the Security Agreement.


“Patent Security Agreements” shall
mean, collectively, the Patent Security Agreements executed by the Loan Parties
owning Patents or licenses of Patents in favor of the Administrative Agent, on
behalf of itself and Lenders, both on the Closing Date and thereafter, as
amended, restated, supplemented or otherwise modified from time to time.


“Payment Office”
shall mean the office of the Administrative Agent located at 303 Peachtree
Street, N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Administrative
Borrower and the other Lenders.



 17
 









“PBGC” shall mean the Pension Benefit
Guaranty Corporation referred to and defined in ERISA, and any successor entity
performing similar functions.


“Perfection
Certificate” shall mean the Perfection Certificate, executed by each
Borrower, and dated as of the Closing Date, disclosing certain matters relating
to the Security Agreement.


“Permitted
Acquisition” shall mean an acquisition by the Borrowers or any of their
Subsidiaries of a majority of the Capital Stock or other ownership interests of
another entity, or the assets of another entity or a division or other business
segment or unit thereof, whether through purchase, merger, or other business
combination or transaction, provided that (i) the entity or
business so acquired is primarily engaged in the same line of business as the
Borrowers and their Subsidiaries or a business reasonably related thereto, (ii)
the board of directors (or the equivalent thereof) of the Person whose assets
or stock is being acquired has approved the acquisition, (iii) such
acquisition is initiated and effected on a non-hostile basis, (iv) on the date
of such acquisition and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing, and all representations and
warranties of each Loan Party set forth in the Loan Documents shall be and
remain true and correct in all material respects, (v) after giving effect to
such acquisition, the Leverage Ratio for the Borrowers and their Subsidiaries, calculated on a pro forma
basis, would not exceed 3.75:1.00, and the Borrowers and their Subsidiaries shall
otherwise be in compliance, on a pro forma basis, with all covenants contained
in Articles VI and VII, which shall be recomputed as of the day of the most
recently ended Fiscal Quarter (for which financial statements are required to
have been delivered) as if such acquisition has occurred of the first day of
each relevant period for testing compliance, and the Administrative Borrower
shall have delivered to the Administrative Agent a certificate of the chief
financial officer or treasurer to such effect; and (vi) the entity so
acquired and the Borrowers and their Subsidiaries acquiring any assets or stock
shall be Solvent after giving effect to such acquisition and shall have
executed and delivered all guarantees, collateral documents and other related
documents required under Sections 5.10 and 5.14.


“Permitted
Dividends” shall mean dividends and distributions on, and redemptions and
repurchases of, the Capital Stock of UIC paid to UIC’s stockholders, so long as
after giving pro forma effect thereto, (i) each of the Borrowers is Solvent and
(ii) no Default or Event of Default has occurred and is continuing.


“Permitted Encumbrances”
shall mean:


(i)             Liens imposed by law for taxes not yet due or which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves are being maintained in accordance with GAAP;


(ii)            statutory Liens of landlords, carriers, warehousemen,
mechanics, materialmen and similar Liens arising by operation of law in the
ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;



 18
 









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


(iv)           deposits to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary
course of business;


(v)            judgment and attachment liens not giving rise to an Event
of Default or Liens created by or existing from any litigation or legal
proceeding that are currently being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP; and


(vi)           easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or materially interfere with
the ordinary conduct of business of the Borrowers and their Subsidiaries taken
as a whole;


provided, that the term “Permitted Encumbrances”
shall not include any Lien securing Indebtedness.


“Permitted Holder” shall mean any stockholder of UIC that
holds beneficially or of record, together with its Affiliates, successors and
assigns, as of the Closing Date at least ten percent (10%) of the issued and
outstanding Capital Stock of UIC.


“Permitted Investments”
shall mean:


(i)            direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States), in
each case maturing within one year from the date of acquisition thereof;


 


(ii)            commercial paper having the highest rating, at the time
of acquisition thereof, of S&P or Moody’s and in either case maturing
within six months  from the date of
acquisition thereof;


(iii)           certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days of
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States or any state
thereof which has a combined capital and surplus and undivided profits of not
less than $500,000,000;


(iv)           fully collateralized repurchase agreements with a term of
not more than 45 days for securities described in clause (i) above and entered
into with a financial institution satisfying the criteria described in clause
(iii) above;



 19
 









(v)           variable rate securities issued by any state of the United
States or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within thirty days from
the date of acquisition thereof
and having, at the time of the acquisition thereof, the highest rating
obtainable from either S&P or Moody’s;


(vi)          mutual funds investing solely in any
one or more of the Permitted Investments described in clauses (i) through (iv)
above; and


(vii)         investments described on Schedule
1.1A.


“Permitted Other Investments” shall mean
investments by the Borrowers and their Subsidiaries in any marketable
securities, including without limitation short-term collateralized investments
in U.S. treasuries known as “repo” investments and repurchases of the Capital
Stock of UIC, and investments in up to 4.99% of the Capital Stock (excluding
any increase in such percentage arising as a result of repurchases of Capital
Stock by the issuer thereof ) of publicly traded companies and reinvestments
thereof from time to time in the foregoing types of investments, so long as
after giving pro forma effect thereto, no Default or Event of Default has
occurred and is continuing.


“Person” shall mean
any individual, partnership, firm, corporation, association, joint venture,
limited liability company, trust or other entity, or any Governmental
Authority.


“Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.


“Pledge Agreements” shall mean, collectively, the Borrower Pledge Agreement and all
other pledge agreements, share charges and similar instruments executed by a
Loan Party in favor of the Administrative Agent in connection herewith prior
to, on or after the Closing Date, as amended, restated, supplemented or
otherwise modified from time to time.


“Pro Rata Share”
shall mean with respect to any Commitment of any Lender at any time, a
percentage, the numerator of which shall be such Lender’s Commitment (or if
such Commitments have been terminated or expired or the Loans have been
declared to be due and payable, such Lender’s Revolving Credit Exposure), and
the denominator of which shall be the sum of such Commitments of all Lenders
(or if such Commitments have been terminated or expired or the Loans have been
declared to be due and payable, all Revolving Credit Exposure of all Lenders).


“Real Estate” shall mean all real
property owned or leased by the Borrowers and their Subsidiaries.


“Real Estate Documents” shall mean
collectively, the Mortgages, the Environmental Indemnity, and all other
documents, instruments, agreements and certificates executed and delivered by
any Loan Party to the Administrative Agent and the Lenders in connection with
the foregoing.



 20
 









“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.


“Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.


“Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such
Person and such Person’s Affiliates.


“Release” shall mean
any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into the environment
(including ambient air, surface water, groundwater, land surface or subsurface
strata) or within any building, structure, facility or fixture in violation of
applicable Environmental Law.


“Required Lenders”
shall mean, at any time, Lenders holding more than 50% of the aggregate
outstanding Revolving Commitments at such time or if the Lenders have no
Commitments outstanding, then Lenders holding more than 50% of the Revolving
Credit Exposure.


“Requirement of Law”
for any Person shall mean the articles or certificate of incorporation, bylaws,
partnership certificate and agreement, or limited liability company certificate
of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.


“Responsible Officer”
shall mean any of the president, the chief executive officer, the chief
operating officer, the chief financial officer, the treasurer or a vice
president of a Borrower or such other representative of a Borrower, as may be
designated in writing by any one of the foregoing with the consent of the
Administrative Agent; and, with respect to the financial covenants only, the
chief financial officer or the treasurer of UIC.


“Restricted Payment”
shall have the meaning set forth in Section 7.5.


“Restricted Subsidiary”
shall mean all Subsidiaries of the Borrowers, other than Subsidiaries of the
Borrowers that are not (and are not required hereunder to be) Subsidiary Loan
Parties.


“Revolving Commitment”
shall mean, with respect to each Lender, the obligation of such Lender to make
Revolving Loans to the Borrowers and to participate in Letters of Credit and
Swingline Loans in an aggregate principal amount not exceeding the amount set forth
with respect to such Lender on Schedule II, as such schedule may be
amended pursuant to Section 2.22, or in the case of a Person becoming a
Lender after the Closing Date through an assignment of an existing Revolving
Commitment, the amount of the assigned “Revolving Commitment” as provided in
the Assignment and Acceptance executed by such Person as an assignee, as the
same may be increased or decreased pursuant to the terms hereof.



 21
 









“Revolving Commitment
Termination Date” shall mean the earliest of (i) May 31, 2012, (ii) the
date on which the Revolving Commitments are terminated pursuant to Section
2.7 and (iii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).


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


“Revolving Credit Note”
shall mean a promissory note of the Borrowers payable to the order of a
requesting Lender in the principal amount of such Lender’s Revolving
Commitment, in substantially the form of Exhibit A.


“Revolving Loan”
shall mean a loan made by a Lender (other than the Swingline Lender) to the
Borrowers under its Revolving Commitment, which may either be a Base Rate Loan
or a Eurodollar Loan.


“S&P” shall mean
Standard & Poor’s, a Division of the McGraw-Hill Companies, or its
successor.


“Security
Agreement” shall mean that certain Amended and Restated Security Agreement,
dated as of the date hereof, executed by the Borrowers and the Subsidiary Loan
Parties in favor of the Administrative Agent for the benefit of the Lenders, as
amended, restated, supplemented or otherwise modified from time to time.


“Security
Documents” shall mean, collectively, the Security Agreement, the Pledge
Agreements, the Mortgages, the other Real Estate Documents, the Control Account
Agreements, the Perfection Certificate, and all other instruments and agreements
now or hereafter securing the whole or any part of the Obligations or any
Guarantee thereof, all UCC financing statements, fixture filings, stock powers,
and all other documents, instruments, agreements and certificates executed and
delivered by any Loan Party to the Administrative Agent and the Lenders in
connection with the foregoing.


“Solvent” shall mean, with respect to
any Person on a particular date, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities,
including contingent liabilities, of such Person; (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they become
absolute and matured; (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay as
such debts and liabilities mature; and (d) such Person is not engaged in a
business or transaction, and is not about to engage in a business or
transaction, for which such Person’s property would constitute an unreasonably
small capital.  The amount of contingent
liabilities (such as litigation, guaranties and pension plan liabilities) at
any time shall be computed as the amount that, in light of all the facts and
circumstances existing at the time, represents the amount that can reasonably
be expected to become an actual or matured liability.



 22
 









“Subsidiary” shall
mean, with respect to any Person (the “owner”), any corporation,
partnership, joint venture, limited liability company, association or other
entity the accounts of which would be consolidated with those of the owner in
the owner’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, partnership, joint venture, limited liability company, association
or other entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary
voting power, or in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (ii)
that is, as of such date, otherwise controlled, by the owner or one or more
subsidiaries of the owner or by the owner and one or more subsidiaries of the
owner.  Unless otherwise indicated, all
references to “Subsidiary” hereunder shall mean a Subsidiary of AAI or UIC, as
applicable.


“Subsidiary
Guaranty Agreement” shall mean the Amended and Restated Subsidiary Guaranty
Agreement, dated as of the date hereof and substantially in the form of Exhibit
D, made by certain Subsidiaries of the Borrowers in favor of the
Administrative Agent for the benefit of the Lenders, as amended,
restated, supplemented or otherwise modified from time to time.


“Subsidiary Guaranty
Supplement” shall mean each supplement substantially in the form of Schedule
II to the Subsidiary Guaranty Agreement executed and delivered by a
Subsidiary of the Borrowers pursuant to Section 5.10.


“Subsidiary Loan Party”
shall mean any Subsidiary that executes or becomes a party to the Subsidiary
Guaranty Agreement.


“Swingline” when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, bears interest at a rate determined by
reference to the Swingline Rate.


“Swingline Commitment”
shall mean the commitment of the Swingline Lender to make Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed $20,000,000.


“Swingline Exposure”
shall mean, with respect to each Lender, the principal amount of the Swingline
Loans in which such Lender is legally obligated either to make a Base Rate Loan
or to purchase a participation in accordance with Section 2.4, which
shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.


“Swingline Lender”
shall mean SunTrust Bank, or any other Lender that may agree to make Swingline
Loans hereunder.


“Swingline Loan” shall mean a loan made to the
Borrowers by the Swingline Lender under the Swingline Commitment.



 23















 


“Swingline Note”
shall mean the promissory note of the Borrowers payable to the order of the
Swingline Lender in the principal amount of the Swingline Commitment,
substantially the form of Exhibit B.


“Swingline Rate”
shall mean, at the Administrative Borrower’s request, (i) for any Interest
Period, the rate as offered by the Swingline Lender and accepted by the
Administrative Borrower, or (ii) the Base Rate plus the Applicable Margin for
Base Rate Loans then in effect.


“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the
lease will be treated as an “operating lease” by the lessee pursuant to
Statement of Financial Accounting Standards No. 13, as amended and (ii) the
lessee will be entitled to various tax and other benefits ordinarily available
to owners (as opposed to lessees) of like property.


“Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all
remaining rental obligations of such Person as lessee under Synthetic Leases
which are attributable to principal and, without duplication, (ii) all rental
and purchase price payment obligations of such Person under such Synthetic
Leases assuming such Person exercises the option to purchase the lease property
at the end of the lease term.


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


“Trademark” shall
have the meaning assigned to such term in the Security Agreement.


“Trademark Security Agreements”
shall mean, collectively, the Trademark Security Agreements executed by the
Loan Parties owning Trademarks or licenses of Trademarks in favor of the
Administrative Agent, on behalf of itself and Lenders, both on the Closing Date
and thereafter, as amended, restated, supplemented or otherwise modified from
time to time.


“Type”,
when used in reference to a Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBO Rate or the Base Rate.


“Uniform
Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time
to time in the State of New York.


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of any
Borrower’s or an ERISA Affiliates’ complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.


Section
1.2.           Classifications of Loans
and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g. a “Revolving Loan” or “Swingline Loan”)
or by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type
(e.g. “Revolving Eurodollar Loan”). 
Borrowings also may be classified and referred to by Class (e.g. “Revolving
Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g.
“Revolving Eurodollar Borrowing”).



 24
 









 


Section 1.3.           Accounting
Terms and Determination.  Unless otherwise defined or
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with GAAP
as in effect from time to time, applied on a basis consistent with the most
recent audited consolidated financial statement of the Borrowers delivered
pursuant to Section 5.1(a); provided, that if the Administrative
Borrower notifies the Administrative Agent that the Borrowers wish to amend any
covenant in Article VI to eliminate the effect of any change in GAAP on
the operation of such covenant (or if the Administrative Agent notifies the
Administrative Borrower that the Required Lenders wish to amend Article VI
for such purpose), then the Borrowers’ compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrowers and the Required
Lenders.


Section 1.4.           Terms
Generally.  The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have
the same meaning and effect as the word “shall”.  In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including” and the word “to” means “to but excluding”.  Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as it was originally executed or as it may from time to time be
amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein”
and “hereunder” and words of similar import shall be construed to refer to this
Agreement as a whole and not to any particular provision hereof, (iv) all
references to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles, Sections, Exhibits and Schedules to this
Agreement and (v) all references to a specific time shall be construed to refer
to the time in the city and state of the Administrative Agent’s principal
office, unless otherwise indicated.


ARTICLE
II


AMOUNT
AND TERMS OF THE COMMITMENTS


Section 2.1.           General
Description of Facilities.  Subject to and upon the terms
and conditions herein set forth, (i) the Lenders hereby establish in favor
of the Borrowers a revolving credit facility pursuant to which each Lender
severally agrees (to the extent of such Lender’s Revolving Commitment) to make
Revolving Loans to the Borrowers in accordance with Section 2.2, (ii)
the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.21, (iii) the Swingline Lender agrees to make Swingline Loans in
accordance with



 25
 









Section
2.4, and
(iv) each Lender agrees to purchase a participation interest in the
Letters of Credit and the Swingline Loans pursuant to the terms and conditions
hereof; provided, that in no event shall the aggregate principal amount
of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure
exceed at any time the Aggregate Revolving Commitment Amount from time to time
in effect.


Section 2.2.           Revolving
Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make Revolving Loans, ratably in
proportion to its Pro Rata Share, to the Borrowers, from time to time during
the Availability Period, in an aggregate
principal amount outstanding at any time that will not result in (a) such
Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment
or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders
exceeding the Aggregate Revolving Commitment Amount.  During the Availability Period, the Borrowers
shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance
with the terms and conditions of this Agreement; provided, that the
Borrowers may not borrow or reborrow should there exist a Default or Event of
Default.


Section 2.3.           Procedure
for Revolving Borrowings.


The Administrative Borrower
shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Revolving Borrowing substantially in the
form of Exhibit 2.3 (a “Notice of Revolving Borrowing”) (x) by
11:00 a.m. (New York time) on
the date of the requested date of each Base Rate Borrowing and (y) by 11:00
a.m. (New York time) three (3)
Business Days prior to the requested date of each Eurodollar Borrowing (other
than Swingline Borrowings that are Eurodollar Borrowings).  Each Notice of Revolving Borrowing shall be
irrevocable and  shall specify:  (i) the aggregate principal amount of such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the Type of such Revolving Loan comprising such Borrowing and (iv)
in the case of a Eurodollar Borrowing, the duration of the initial Interest
Period applicable thereto (subject to the provisions of the definition of
Interest Period).  Each Revolving Borrowing
shall consist entirely of Base Rate Loans or Eurodollar Loans, as the
Administrative Borrower may request.  The
aggregate principal amount of each Eurodollar Borrowing shall be not less than
$1,000,000 or a larger integral multiple of $500,000, and the aggregate
principal amount of each Base Rate Borrowing shall not be less than $500,000 or
a larger integral multiple of $100,000; provided, that Base Rate Loans
made pursuant to Section 2.4 or Section 2.21(d) may be made in
lesser amounts as provided therein.  At
no time shall the total number of Eurodollar Borrowings outstanding at any time
exceed eight.  Promptly following the
receipt of a Notice of Revolving Borrowing in accordance herewith, the
Administrative Agent shall advise each Lender of the details thereof and the
amount of such Lender’s Revolving Loan to be made as part of the requested
Revolving Borrowing.  Each
Borrower appoints the Administrative Borrower as its agent to request and
receive the proceeds of the Revolving Loans on behalf of all Borrowers.


Section 2.4.           Swingline
Commitment.


(a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrowers, from time to time during the
Availability Period, in an aggregate principal amount outstanding at any time
not to exceed the lesser of 



 26
 









(i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitment Amount and the aggregate
Revolving Credit Exposures of all Lenders; provided, that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  The
Borrowers shall be entitled to borrow, repay and reborrow Swingline Loans in
accordance with the terms and conditions of this Agreement.


(b)           The Borrowers may obtain Swingline Loans as
follows:


(i)             The Administrative Borrower shall
give the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit
2.4 attached hereto (“Notice of Swingline Borrowing”) by 11:00 a.m.
(New York time) on the requested date of each Swingline Borrowing.  Each Notice of Swingline Borrowing shall be
irrevocable and shall specify: (1) the principal amount of such Swingline Loan,
(2) the date of such Swingline Loan (which shall be a Business Day) and (3) the
account of the Administrative Borrower to which the proceeds of such Swingline
Loan should be credited.  The
Administrative Agent will promptly advise the Swingline Lender of each Notice
of Swingline Borrowing.  Each Swingline
Loan shall accrue interest at the Base Rate or the Swingline Rate and shall
have an Interest Period (subject to the definition thereof) as agreed between
the Administrative Borrower and the Swingline Lender.  The aggregate principal amount of each
Swingline Loan shall be not less than  $100,000
or a larger integral multiple of $50,000, or such other minimum amounts agreed
to by the Swingline Lender and the Administrative Borrower.  The Swingline Lender will make the proceeds
of each Swingline Loan available to the Borrowers in Dollars in immediately
available funds at the account specified by the Administrative Borrower in the
applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York
time) on the requested date of such Swingline Loan.  Each Borrower appoints the Administrative
Borrower as its agent to request and receive the proceeds of the Swingline
Loans on behalf of all Borrowers.


(ii)            If the Borrowers and the Swingline
Lender are parties to a Business Sweep Account Agreement, the Borrowers may
obtain Swingline Advances from time to time in accordance with said Business
Sweep Account Agreement.


(c)           The Swingline
Lender, at any time and from time to time in its sole discretion, may, on
behalf of the Borrowers (which hereby irrevocably authorize and direct the
Swingline Lender to act on their behalf), give a Notice of Revolving Borrowing
to the Administrative Agent requesting the Lenders (including the Swingline
Lender) to make Base Rate Loans in an amount equal to the unpaid principal
amount of any Swingline Loan.  Each
Lender will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender
in accordance with Section 2.5, which will be used solely for the
repayment of such Swingline Loan.


(d)           If for any reason a
Base Rate Borrowing may not be (as determined in the sole discretion of the
Administrative Agent), or is not, made in accordance with the foregoing
provisions, then each Lender (other than the Swingline Lender) shall purchase
an undivided participating interest in such Swingline Loan in an amount equal
to its Pro Rata Share thereof on the date that such Base Rate Borrowing should
have occurred.  On the date of such
required



 27
 









purchase,
each Lender shall promptly transfer, in immediately available funds, the amount
of its participating interest to the Administrative Agent for the account of
the Swingline Lender.  If such Swingline
Loan bears interest at a rate other than the Base Rate, such Swingline Loan
shall automatically become a Base Rate Loan on the effective date of any such
participation and interest shall become payable on demand.


(e)           Each Lender’s
obligation to make a Base Rate Loan pursuant to Section 2.4(c) or
to purchase the participating interests pursuant to Section 2.4(d)
shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may
have or claim against the Swingline Lender, any Borrower or any other Person
for any reason whatsoever, (ii) the existence of a Default or an Event of
Default or the termination of any Lender’s Revolving Commitment, (iii) the
existence (or alleged existence) of any event or condition which has had or
could reasonably be expected to have a Material Adverse Effect, (iv) any
breach of this Agreement or any other Loan Document by any Borrower, the
Administrative Agent or any Lender or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.  If such amount is not in fact made available
to the Swingline Lender by any Lender, the Swingline Lender shall be entitled
to recover such amount on demand from such Lender, together with accrued
interest thereon for each day from the date of demand thereof (i) at the
Federal Funds Rate until the second Business Day after such demand and (ii) at
the Base Rate at all times thereafter. 
Until such time as such Lender makes its required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the
amount of the unpaid participation for all purposes of the Loan Documents.  In addition, such Lender shall be deemed to
have assigned any and all payments made of principal and interest on its Loans
and any other amounts due to it hereunder, to the Swingline Lender to fund the
amount of such Lender’s participation interest in such Swingline Loans that
such Lender failed to fund pursuant to this Section 2.4, until such
amount has been purchased in full.


Section 2.5.           Funding
of Borrowings.


(a)           Each Lender will
make available each Loan to be made by it hereunder on the proposed date
thereof by wire transfer in immediately available funds by 1:00 p.m. (New
York time) to the Administrative
Agent at the Payment Office; provided, that the Swingline Loans will be
made as set forth in Section 2.4. 
The Administrative Agent will make such Loans available to the Borrowers
by promptly crediting the amounts that it receives, in like funds by the close
of business on such proposed date, to an account maintained by the
Administrative Borrower with the Administrative Agent or at the Administrative
Borrower’s option, by effecting a wire transfer of such amounts to an account
designated by the Administrative Borrower to the Administrative Agent.


(b)           Unless the
Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. (New
York time) one (1) Business Day
prior to the date of a Borrowing in which such Lender is to participate 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 amount available to the Administrative Agent on such date, and
the Administrative Agent, in reliance on such assumption, may make available to
the 



 28
 









Borrowers
on such date a corresponding amount.  If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender on the date of such Borrowing, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender together with interest at the Federal Funds Rate until the second
Business Day after such demand and thereafter at the Base Rate.  If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent shall promptly notify the Administrative Borrower in
writing, and the Borrowers shall promptly pay such corresponding amount to the
Administrative Agent together with interest at the rate specified for such
Borrowing.  Nothing in this subsection
shall be deemed to relieve any Lender from its obligation to fund its Pro Rata
Share of any Borrowing hereunder or to prejudice any rights which the Borrowers
may have against any Lender as a result of any default by such Lender
hereunder.


(c)           All Revolving
Borrowings shall be made by the Lenders on the basis of their respective Pro
Rata Shares.  No Lender shall be
responsible for any default by any other Lender in its obligations hereunder,
and each Lender shall be obligated to make its Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.


Section 2.6.           Interest
Elections.


(a)           Each Borrowing
initially shall be of the Type specified in the applicable Notice of Borrowing,
and in the case of a Eurodollar Borrowing, shall have an initial Interest
Period as specified in such Notice of Borrowing.  Thereafter, the Borrowers may elect to
convert such Borrowing into a different Type or to continue such Borrowing, and
in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section 2.6. 
The Borrowers may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.  This Section shall NOT apply
to Swingline Borrowings, which may not be converted or continued.


(b)           To make an election
pursuant to this Section 2.6, the Administrative Borrower shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing substantially in the form of Exhibit
2.6 attached hereto (a “Notice of Conversion/Continuation”) that is
to be converted or continued, as the case may be, (x) by 11:00 a.m. (New
York time) on the requested date
of a conversion into a Base Rate Borrowing and (y) by 11:00 a.m. (New
York time) three (3) Business Days
prior to a continuation of or conversion into a Eurodollar Borrowing.  Each such Notice of Conversion/Continuation
shall be irrevocable and shall specify (i) the Borrowing to which such Notice
of Conversion/Continuation applies and if different options are being elected
with respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether
the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing,
the Interest Period applicable thereto after 



 29
 









giving
effect to such election, which shall be a period contemplated by the definition
of “Interest Period”.  If any such Notice
of Conversion/Continuation requests a Eurodollar Borrowing but does not specify
an Interest Period, the Borrowers shall be deemed to have selected an Interest
Period of one month.  The principal
amount of any resulting Borrowing shall satisfy the minimum borrowing amount
for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3.


(c)           If, on the
expiration of any Interest Period in respect of any Eurodollar Borrowing, the
Administrative Borrower shall have failed to deliver a Notice of Conversion/
Continuation, then, unless such Borrowing is repaid as provided herein, the
Borrowers shall be deemed to have elected to convert such Borrowing to a Base
Rate Borrowing.  No Borrowing may be
converted into, or continued as, a Eurodollar Borrowing if a Default or an
Event of Default exists, unless the Administrative Agent and each of the
Lenders shall have otherwise consented in writing.  No conversion of any Eurodollar Loans shall
be permitted except on the last day of the Interest Period in respect thereof.


(d)           Upon receipt of any
Notice of Conversion/Continuation, the Administrative Agent shall promptly
notify each Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing.


Section 2.7.           Optional
Reduction and Termination of Commitments.


(a)           Unless previously
terminated, all Revolving Commitments, Swingline Commitments and LC Commitments
shall terminate on the Revolving Commitment Termination Date.


(b)           Upon at least three
(3) Business Days’ prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent (which notice shall be
irrevocable), the Borrowers may reduce the Aggregate Revolving Commitments in
part or terminate the Aggregate Revolving Commitments in whole; provided,
that (i) any partial reduction shall apply to reduce proportionately and
permanently the Revolving Commitment of each Lender, (ii) any partial reduction
pursuant to this Section 2.7 shall be in an amount of at least
$1,000,000 and any larger integral multiple of $500,000, and (iii) no such
reduction shall be permitted which would reduce the Aggregate Revolving
Commitment Amount to an amount less than the outstanding Revolving Credit
Exposures of all Lenders.  Any such
reduction in the Aggregate Revolving Commitment Amount below the sum of the
principal amount of the Swingline Commitment and the LC Commitment shall result
in a proportionate reduction (rounded to the next lowest integral multiple of
$100,000) in the Swingline Commitment and the LC Commitment.


Section 2.8.           Repayment
of Loans.


(a)           The outstanding
principal amount of all Revolving Loans shall be due and payable (together with
accrued and unpaid interest thereon) on the Revolving Commitment Termination
Date.


(b)           The principal
amount of each Swingline Borrowing shall be due and payable (together with
accrued and unpaid interest thereon) on the earlier of (i) the last day of the
Interest Period applicable to such Borrowing and (ii) the Revolving Commitment
Termination Date.



 30
 









Section 2.9.           Evidence
of Indebtedness.  (a) 
Each Lender shall maintain in accordance with its usual practice
appropriate records evidencing the Indebtedness of the Borrowers to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable thereon and paid to such Lender from
time to time under this Agreement.  The
Administrative Agent shall maintain appropriate
records in which shall be recorded (i)
the Revolving Commitment of each Lender, (ii) the amount of each Loan made
hereunder by each Lender, the Class and Type thereof and the Interest Period
applicable thereto, (iii) the date of each continuation thereof pursuant to Section
2.6, (iv) the date of each conversion of all or a portion thereof to
another Type pursuant to Section 2.6, (v) the date and amount of any
principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder in respect of such Loans and (vi) both the
date and amount of any sum received by the Administrative Agent hereunder from
the Borrowers in respect of the Loans and each Lender’s Pro Rata Share
thereof.  The entries made in such
records shall be prima facie evidence
of the existence and amounts of the obligations of the Borrowers therein
recorded; provided, that the failure or delay of any Lender or the
Administrative Agent in maintaining or making entries into any such record or
any error therein shall not in any manner affect the joint and several
obligation of the Borrowers to repay the Loans (both principal and unpaid
accrued interest) of such Lender in accordance with the terms of this
Agreement.


(b)           At the request of
any Lender (including the Swingline Lender) at any time, each Borrower agrees
that it will execute and deliver to such Lender a Revolving Credit Note and, in
the case of the Swingline Lender only, a Swingline Note, payable to the order
of such Lender.


Section 2.10.        Optional
Prepayments.  The
Borrowers shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, without premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing)
to the Administrative Agent no later than (i) in the case of prepayment of any
Eurodollar Borrowing, 11:00 a.m. (New York time) not less than two (2) Business
Days prior to any such prepayment, (ii) in the case of any prepayment of any
Base Rate Borrowing, not less than one Business Day prior to the date of such
prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m.
(New York time) on the date of such prepayment. 
Each such notice shall be irrevocable and shall specify the proposed
date of such prepayment and the principal amount of each Borrowing or portion
thereof to be prepaid.  Upon receipt of
any such notice, the Administrative Agent shall promptly notify each affected
Lender of the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment.  If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date
designated in such notice, together with accrued interest to such date on the
amount so prepaid in accordance with Section 2.12(d); provided,
that if a Eurodollar Borrowing is prepaid on a date other than the last day of
an Interest Period applicable thereto, the Borrowers, jointly and severally,
shall also pay all amounts required pursuant to Section 2.18.  Each partial prepayment of any Loan (other
than a Swingline Loan) shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type pursuant to Section
2.3 or in the case of a Swingline Loan pursuant to Section 2.4.  Each prepayment of a Borrowing shall be
applied ratably to the Loans comprising such Borrowing.



 31
 









Section 2.11.        Mandatory
Prepayments.


(a)           Promptly upon, and
in any event within two Business Days of, receipt by any Borrower or any of its
Subsidiaries of proceeds of any sale or disposition by such Borrower or such
Subsidiary of any of its assets (excluding (i) sales of inventory in the
ordinary course of business, (ii) sales of obsolete equipment, (iii) transfers
of assets permitted under Section 7.3(a)(iv), and (iv) so long as no Event of
Default has occurred and is continuing, other sales of assets of any Borrower
or any of its Subsidiaries with an aggregate book value not to exceed
$5,000,000), the Borrowers, jointly and severally, shall prepay the Loans in an
amount equal to all such proceeds, net of commissions and other reasonable and
customary transaction costs, fees, expenses and reserves properly attributable
to such transaction and payable by such Borrower or such Subsidiary of a
Borrower in connection therewith (in each case, paid to non-Affiliates).  Any such prepayment shall be applied in
accordance with paragraph (c) below.


(b)           If any Borrower or
any of its Subsidiaries issues any debt or equity securities (other than
Indebtedness permitted under Section 7.1, equity securities issued by a
Subsidiary of a Borrower to such Borrower or another Subsidiary, the conversion
of the Convertible Notes into the Capital Stock of UIC or equity securities
issued to any officers, directors or employees pursuant to any stock option or
similar agreement of any Borrower or by a Subsidiary of any Borrower) then no
later than the Business Day following the date of receipt of the proceeds
thereof, the Borrowers, jointly and severally, shall prepay the Loans in an
amount equal to (i) all such proceeds, in the case of any debt securities, and
(ii) fifty percent (50%) of such proceeds in case of any equity securities, net
of underwriting discounts and commissions and other reasonable costs paid to
non-Affiliates in connection therewith. 
Any such prepayment shall be applied in accordance with Section
2.11(c).


(c)           Subject
to Section 8.2, any prepayments made by the Borrowers pursuant to Sections
2.11(a) or (b) above shall be applied as follows: first, to
Administrative Agent’s fees and reimbursable expenses then due and payable pursuant
to any of the Loan Documents; second, to all other fees and reimbursable
expenses of the Lenders and the Issuing Bank then due and payable pursuant to
any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based
on their respective Pro Rata Shares of such fees and expenses; third, to
interest then due and payable on the Loans made to Borrowers, pro rata to the
Lenders based on their respective Revolving Commitments; fourth, to the
principal balance of the Swingline Loans, until the same shall have been paid
in full, to the Swingline Lender; fifth, to the principal balance of the
Revolving Loans, until the same shall have been paid in full, pro rata to the
Lenders based on their respective Revolving Commitments, provided that any
prepayment of any Eurodollar Loan shall be made on the last day of the Interest
Period for such Eurodollar Loan, and sixth, to cash collateralize the
Letters of Credit in accordance with Section 2.21(g) in an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid fees
thereon.  The Revolving Commitments of
the Lenders shall not be permanently reduced by the amount of any prepayments
made pursuant to clauses fourth and fifth above.



 32















 


(d)           If at any time the
Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving
Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the
Borrowers, jointly and severally, shall immediately repay Swingline Loans and
Revolving Loans in an amount equal to such excess, together with all accrued
and unpaid interest on such excess amount and any amounts due under Section
2.18.  Amounts to be applied pursuant
to this Section 2.11(d) to prepay any Eurodollar Loans shall be
deposited in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Issuing Bank and the Lenders,
if the Administrative Borrower so requests in order to avoid the incurrence of
costs under Section 2.18.  On the
last day of the Interest Period of such Eurodollar Loan, the Administrative
Agent shall apply any cash on deposit in such account to amounts due in respect
of such Eurodollar Loans until all amounts due in respect thereof have been
satisfied (with any remaining funds being applied for LC Exposure as provided
in the penultimate sentence of this Section 2.11(d), or returned to the
Administrative Borrower if no such LC Exposure exists) or until all the
allocable cash on deposit has been exhausted. 
Such account shall be administered in accordance with Section 2.21(g)
hereof.  Each prepayment shall be applied
first to the Swingline Loans to the full extent thereof, second to the Base
Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the
full extent thereof.  If after giving
effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving
Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment
Amount, the Borrowers shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to such excess plus any
accrued and unpaid fees thereon to be held as collateral for the LC Exposure.  Such account shall be administered in
accordance with Section 2.21(g) hereof.


Section 2.12.        Interest
on Loans.


(a)           The Borrowers,
jointly and severally, shall pay interest on each Base Rate Loan at the Base
Rate in effect from time to time and on each Eurodollar Loan at the Adjusted
LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from
time to time.


(b)           The Borrowers,
jointly and severally, shall pay interest on each Swingline Loan at the
Swingline Rate in effect from time to time.


(c)           While an Event of
Default exists or after acceleration, and upon the delivery of written notice
to the Administrative Borrower by the Administrative Agent at the option of the
Required Lenders (provided that such notice shall not be required after
acceleration or upon the occurrence of an Event of Default under Section
8.1(h) or (i)), the Borrowers, jointly and severally, shall pay
interest (“Default Interest”) with respect to all Eurodollar Loans at
the rate otherwise applicable for the then-current Interest Period plus an additional 2% per annum until the last day of such
Interest Period, and thereafter, and with respect to all Base Rate Loans
(including all Swingline Loans) and all other Obligations hereunder (other than Loans), at an all-in
rate in effect for Base Rate Loans, plus an
additional 2% per annum.



 33
 









(d)           Interest on the
principal amount of all Loans shall accrue from and including the date such
Loans are made to but excluding the date of any repayment thereof.  Interest on all outstanding Base Rate Loans
shall be payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Commitment Termination Date.  Interest on all outstanding Eurodollar Loans
shall be payable on the last day of each Interest Period applicable thereto,
and, in the case of any Eurodollar Loans having an Interest Period in excess of
three months or 90 days, respectively, on each day which occurs every three
months or 90 days, as the case may be, after the initial date of such Interest
Period, and on the Revolving Commitment Termination Date.  Interest on each Swingline Loan shall be
payable on the maturity date of such Loan, which shall be the last day of the Interest
Period applicable thereto, and on the Revolving Commitment Termination
Date.  Interest on any Loan which is
converted into a Loan of another Type or which is repaid or prepaid shall be
payable on the date of such conversion or on the date of any such repayment or
prepayment (on the amount repaid or prepaid) thereof.  All Default Interest shall be payable on
demand.


(e)           The Administrative
Agent shall determine each interest rate applicable to the Loans hereunder and
shall promptly notify the Administrative Borrower and the Lenders of such rate
in writing (or by telephone, promptly confirmed in writing).  Any such determination shall be conclusive
and binding for all purposes, absent manifest error.


Section 2.13.        Fees.


(a)           The Borrowers,
jointly and severally, shall pay to the Administrative Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
by the Administrative Borrower and the Administrative Agent, including, without
limitation, those required by the Fee Letter.


(b)           The Borrowers,
jointly and severally, agree to pay to the Administrative Agent for the account
of each Lender a commitment fee, which shall accrue at the Applicable
Percentage per annum on the average daily amount of the unused Revolving
Commitment of such Lender during the Availability Period.  For purposes of computing commitment fees
with respect to the Revolving Commitments, the Revolving Commitment of each
Lender shall be deemed used to the extent of the outstanding Revolving Loans
and LC Exposure, but not Swingline Exposure, of such Lender.


(c)           The Borrowers, jointly and severally, agrees
to pay (i) to the Administrative Agent, for the account of each Lender, a
letter of credit fee with respect to its participation in each Letter of
Credit, which shall accrue at a rate per annum equal to the Applicable Margin
for Eurodollar Loans then in effect on the average daily amount of such Lender’s
LC Exposure attributable to such Letter of Credit during the period from and
including the date of issuance of such Letter of Credit to but excluding the
date on which such Letter of Credit expires or is drawn in full (including
without limitation any LC Exposure that remains outstanding after the Revolving
Commitment Termination Date) and (ii) to the Issuing Bank for its own account a
fronting fee, which shall accrue at the rate of 0.125% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the Availability Period (or until the
date that such Letter of Credit is irrevocably cancelled, whichever is later),
as well as the Issuing Bank’s standard fees with respect to issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder.  Notwithstanding
the foregoing, if the Required Lenders elect to increase the interest rate on
the Loans to the Default Interest pursuant to Section 2.12(c), the rate
per annum used to calculate the letter of credit fee pursuant to clause (i)
above shall automatically be increased by an additional 2% per annum upon
delivery of written notice as provided for in Section 2.12(c).



 34
 









(d)           The Borrowers,
jointly and severally, shall pay to the Administrative Agent, for the ratable
benefit of each Lender, the upfront fee previously agreed upon by the Administrative
Borrower and the Administrative Agent, which shall be due and payable on the
Closing Date.


(e)           Accrued fees under
paragraphs (b) and (c) above shall be payable quarterly in arrears on the last
day of each March, June, September and December, commencing on June 30, 2007,
and on the Revolving Commitment Termination Date (and if later, the date the
Loans and LC Exposure shall be repaid in their entirety); provided  further,
that any such fees accruing after the Revolving Commitment Termination Date
shall be payable on demand.


Section 2.14.        Computation
of Interest and Fees.


All computations of interest
and fees hereunder shall be made on the basis of, with respect to Base Rate
Loans, a year of 365 or 366 days, as applicable, and with respect to Eurodollar
Loans and Adjusted LIBO Rate Loans, a year of 360 days, in each case, for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable (to the
extent computed on the basis of days elapsed). 
Each determination by the Administrative Agent of an interest amount or
fee hereunder shall be made in good faith and, except for manifest error, shall
be final, conclusive and binding for all purposes, absent manifest error.


Section 2.15.        Inability
to Determine Interest Rates.  If prior to the commencement
of any Interest Period for any Eurodollar Borrowing,


(i)             the Administrative Agent shall have determined in good
faith (which determination shall be conclusive and binding upon the Borrowers)
that, by reason of circumstances affecting the relevant interbank market,
adequate means do not exist for ascertaining LIBOR for such Interest Period, or


(ii)            the Administrative Agent shall have received notice from
the Required Lenders that such Lenders have determined that the Adjusted LIBO
Rate does not adequately and fairly reflect the cost to such Lenders (or
Lender, as the case may be) of making, funding or maintaining their (or its, as
the case may be) Eurodollar Loans for such Interest Period (such notice to set
forth such determination in reasonable detail),


the Administrative Agent shall give written notice (or telephonic
notice, promptly confirmed in writing) to the Administrative Borrower and to
the Lenders as soon as practicable thereafter, setting forth such determination
in reasonable detail.  In the case of
Eurodollar Loans, until the Administrative Agent shall notify the
Administrative Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) the obligations of the Lenders to make
Eurodollar Revolving Loans or to continue or convert outstanding Loans as or
into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall
be converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto unless the 



 35
 









Borrowers prepay such Loans in accordance with this Agreement.  Unless the Administrative Borrower notifies
the Administrative Agent at least one Business Day before the date of any
Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing has
previously been given that it elects not to borrow on such date, then such
Revolving Borrowing shall be made as a Base Rate Borrowing.


Section 2.16.        Illegality.  If any Change in Law shall make it unlawful or impossible for any
Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so
notify the Administrative Agent thereof in reasonable detail, the
Administrative Agent shall promptly give notice thereof in reasonable detail to
the Administrative Borrower and the other Lenders, whereupon until such Lender
notifies the Administrative Agent and the Administrative Borrower that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Lender to make Eurodollar Revolving Loans, or to continue or convert
outstanding Loans as or into Eurodollar Loans, shall be suspended.  In the case of the making of a Eurodollar
Revolving Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate
Loan as part of the same Revolving Borrowing for the same Interest Period and
if the affected Eurodollar Loan is then outstanding, such Loan shall be
converted to a Base Rate Loan either (i) on the last day of the then current
Interest Period applicable to such Eurodollar Loan if such Lender may lawfully
continue to maintain such Loan to such date or (ii) immediately if such Lender
shall determine that it may not lawfully continue to maintain such Eurodollar
Loan to such date.  Notwithstanding the
foregoing, the affected Lender shall, prior to giving such notice to the
Administrative Agent, designate a different Applicable Lending Office if such
designation would avoid the need for giving such notice and if such designation
would not otherwise be disadvantageous to such Lender in the good faith
exercise of its discretion.


Section 2.17.        Increased
Costs.


(a)           If any Change in Law
shall:


(i)             impose, modify or deem applicable any
reserve, special deposit or similar requirement that is not otherwise included
in the determination of the Adjusted LIBO Rate hereunder against assets of,
deposits with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or


(ii)            impose on any Lender or on the Issuing Bank or the
eurodollar interbank market any other condition affecting this Agreement or any
Eurodollar Loans made by such Lender or any Letter of Credit or any
participation therein;


and the result of
either of the foregoing is to increase the cost to such Lender of making,
converting into, continuing or maintaining a Eurodollar Loan or to increase the
cost to such Lender or the Issuing Bank of participating in or issuing any
Letter of Credit or to reduce the amount received or receivable by such Lender
or the Issuing Bank hereunder (whether of principal, interest or any other
amount), then the Borrowers, jointly and severally, shall promptly pay, upon
written notice (in reasonable detail) from and demand by such Lender on the
Administrative Borrower (with a copy of such notice and demand to the
Administrative Agent), to the Administrative Agent for the account of such
Lender, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.



 36
 









(b)           If any Lender or the
Issuing Bank shall have determined that on or after the date of this Agreement
any Change in Law regarding capital requirements has or would have the effect
of reducing the rate of return on such Lender’s or the Issuing Bank’s capital
(or on the capital of such Lender’s or the Issuing Bank’s parent corporation)
as a consequence of its obligations hereunder or under or in respect of any
Letter of Credit to a level below that which such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s parent corporation could have achieved but
for such Change in Law (taking into consideration such Lender’s or the Issuing
Bank’s policies or the policies of such Lender’s or the Issuing Bank’s parent
corporation with respect to capital adequacy) then, from time to time, within
five (5) Business Days after receipt by the Administrative Borrower of written
demand by such Lender (with a copy thereof to the Administrative Agent), the Borrowers,
jointly and severally, shall pay
to such Lender such additional amounts as will compensate such Lender or the
Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation for any
such reduction suffered.


(c)           A certificate of a
Lender or the Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s
parent corporation, as the case may be, specified in paragraph (a) or (b) of
this Section 2.17 shall be delivered to the Administrative Borrower
(with a copy to the Administrative Agent) and shall be conclusive and binding
on the Borrowers, absent manifest error. 
The Borrowers, jointly and severally, shall pay any such Lender or the Issuing
Bank, as the case may be, such amount or amounts within 10 days after receipt
thereof.


(d)           Failure or delay on the part of any Lender or
the Issuing Bank to demand compensation pursuant to this Section 2.17
shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to
demand such compensation so long as the Administrative Borrower is given
written notice within one hundred eighty (180) days after the Lender or Issuing
Bank has received actual notice of the occurrence of the relevant circumstance
giving rise to such increased costs.


(e)           Each
Lender agrees that (i) if it makes any demand for payment under the above
subsections or Section 2.18 below, or if any adoption or change of the
type described in above or Section 2.18 shall occur with respect to it,
it will use commercially reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to
designate an alternate Applicable Lending Office if the making of such a
designation would materially reduce or obviate the need for the Borrowers to
make payments under the above subsections or Section 2.18, or would
eliminate or materially reduce the effect of any adoption or change described
in the above subsections or Section 2.18 or (ii) if such Lender (x) is
unable to designate an alternate Applicable Lending Office which would result
in the conditions described in the above subsections or Section 2.18 no
longer being applicable to such Lender or (y) has refused to consent to a
proposed change, waiver, discharge or release with respect to this Agreement or
any other Loan Document which has been approved by the Required Lenders and, in
the case of this clause (y), no Event of Default then exists, it will, upon at
least 15 Business Days’ notice from 



 37
 









the Administrative Borrower to such Lender and the Administrative
Agent, assign, pursuant to and in accordance with the provisions of Section
10.4, to one or more assignees designated by the Administrative Borrower
all, but not less than all, of such Lender’s rights and obligations hereunder,
without recourse to or warranty by, or expense to, such Lender, for a purchase
price equal to the principal outstanding balance of the Loans and Revolving
Credit Exposure then owing to such Lender plus any accrued but unpaid interest
thereon and any accrued but unpaid fees owing thereto and, in addition, all
additional costs and reimbursements and indemnities, if any, owing in respect
of such Lender’s Commitment hereunder (or in respect of the principal
outstanding balance of the Loans and Revolving Credit Exposure then owing to
such Lender) at such time shall be paid to such Lender.


Section 2.18.        Funding
Indemnity.  In the event of (a) the payment of any
principal of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto (including as a result of an Event of Default),
(b) the conversion or continuation of a Eurodollar Loan other than on the
last day of the Interest Period applicable thereto or (c) the failure by any
Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date
specified in any applicable notice (regardless of whether such notice is
withdrawn or revoked), then, in any such event, the Borrowers, jointly
and severally, shall compensate each
Lender, within five (5) Business Days after written demand from such Lender,
for any loss, cost or expense attributable to such event.  In the case of a Eurodollar Loan, such loss,
cost or expense shall be deemed to include an amount determined by such Lender
to be the excess, if any, of (A) the amount of interest that would have accrued
on the principal amount of such Eurodollar Loan if such event had not occurred at
the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from
the date of such event to the last day of the then current Interest Period
therefor (or in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Eurodollar Loan) over
(B) the amount of interest that would accrue on the principal amount of such
Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the
date such Eurodollar Loan was prepaid or converted or the date on which the
Borrowers failed to borrow, convert or continue such Eurodollar Loan.  A certificate as to any additional amount
payable under this Section 2.18 submitted to the Administrative
Borrower by any Lender (with a copy to the Administrative Agent) shall be
conclusive and binding on the Borrowers, absent manifest error.


Section 2.19.        Taxes.


(a)           Any and all payments
by or on account of any obligation of the Borrowers hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided, that if the Borrowers shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.19) the Administrative Agent, any Lender or the Issuing Bank (as the case
may be) shall receive an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrowers shall make such deductions and
(iii) the Borrowers shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.



 38
 









(b)           In addition, the
Borrowers shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


(c)           The Borrowers,
jointly and severally, shall
indemnify the Administrative Agent, each Lender and the Issuing Bank, within
five (5) Business Days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of any Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.19) 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 Administrative Borrower by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be conclusive and binding on the
Borrowers, absent manifest error.  If
any Indemnified Taxes or Other Taxes for which the Administrative Agent, a
Lender or an Issuing Bank has received indemnification from the Borrowers
hereunder shall be finally determined by a non-appealable judgment of a court
of competent jurisdiction to have been incorrectly or illegally asserted and
are refunded to the Administrative Agent, such Lender or such Issuing Bank, the
Administrative Agent, such Lender or such Issuing Bank, as the case may be,
shall promptly forward to the Borrower any such refunded amount (after
deduction of any Indemnified Tax or Other Taxes paid or payable by a Lender or
an Issuing Bank as a result of such refund), not exceeding the increased amount
paid by the Borrower pursuant to this Section 2.19.


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


(e)           Any Foreign Lender
that is entitled to an exemption from or reduction of withholding tax under the
Code or any treaty to which the United States is a party, with respect to
payments under this Agreement shall deliver to the Administrative Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrowers as will permit such
payments to be made without withholding or at a reduced rate.  Without limiting the generality of the
foregoing, each Foreign Lender agrees that it will deliver to the
Administrative Agent and the Administrative Borrower (or in the case of a
Participant, to the Lender from which the related participation shall have been
purchased), as appropriate, two (2) duly completed copies of (i) Internal
Revenue Service Form W-8 ECI, or any successor form thereto, certifying that
the payments received from the Borrowers hereunder are effectively connected
with such Foreign Lender’s conduct of a trade or business in the United States;
or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
certifying that such Foreign Lender is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest; or (iii) Internal Revenue Service Form
W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
together with a certificate (A) establishing that the payment to the Foreign
Lender qualifies as 



 39
 









“portfolio
interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c),
and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code
section 881(c)(3)(A), or the obligation of the Borrowers hereunder is
not, with respect to such Foreign Lender, a loan agreement entered into in the
ordinary course of its trade or business, within the meaning of that section;
(2) the Foreign Lender is not a 10% shareholder of a Borrower within the
meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender
is not a controlled foreign corporation that is related to a Borrower within
the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue
Service forms as may be applicable to the Foreign Lender, including Forms W-8
IMY or W-8 EXP.  Each such Foreign Lender
shall deliver to the Administrative Borrower and the Administrative Agent such
forms on or before the date that it becomes a party to this Agreement (or in
the case of a Participant, on or before the date such Participant purchases the
related participation).  In addition,
each such Foreign Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Foreign
Lender.  Each such Foreign Lender shall
promptly notify the Administrative Borrower and the Administrative Agent at any
time that it determines that it is no longer in a position to provide any
previously delivered certificate to the Administrative Borrower (or any other
form of certification adopted by the Internal Revenue Service for such
purpose).


Section 2.20.        Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


(a)           The Borrowers shall
make each payment required to be made by them hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Sections 2.17, 2.18 or 2.19, or otherwise) no later
than 12:00 noon (New York time) on the date when due, in immediately available funds, free and clear
of any defenses, rights of set-off, counterclaim, or withholding or deduction
of taxes.  Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes
of calculating interest thereon.  All
such payments shall be made to the Administrative Agent at the Payment Office,
except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.17,
2.18 and 2.19 and 10.3 shall be made directly to the
Persons entitled thereto.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be made payable for
the period of such extension.  All
payments hereunder shall be made in Dollars.


(b)           If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.



 40
 









(c)           If any Lender shall,
by exercising any right of set-off or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans that would result in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Revolving Loans and participations in LC Disbursements and Swingline Loans and
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans and participations in LC Disbursements and
Swingline Loans; provided, that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrowers pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements or Swingline Loans to any assignee or participant, other
than to any Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). 
The Borrowers consent to the foregoing and agree, to the extent they may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrowers rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrowers in the
amount of such participation.


(d)           Unless the
Administrative Agent shall have received notice from the Administrative
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrowers will not make such payment, the Administrative Agent may assume that
the Borrowers have made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Bank, as the case may be, the amount or amounts due.  In such event, if the Borrowers have not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


(e)           If any Lender
shall fail to make any payment required to be made by it pursuant to Section
2.4(c), 2.20(d), 2.21(d) or (e) or 10.3(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender under the Loan Documents to
satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.



 41
 









(f)            If a
Business Sweep Account Agreement is in effect, payment of Swingline Loans shall
also be made in accordance with the terms of the Business Sweep Account
Agreement.


Section 2.21.        Letters
of Credit.


(a)           During the
Availability Period, the Issuing Bank, in reliance upon the agreements of the other
Lenders pursuant to Section 2.21(d), agrees to issue, at the request of
the Administrative Borrower, Letters of Credit for the account of the Borrowers
on the terms and conditions hereinafter set forth; provided, that (i)
each Letter of Credit shall expire on the earlier of (A) the date one year
after the date of issuance of such Letter of Credit (or in the case of any
renewal or extension thereof, one year after such renewal or extension) and (B)
the date that is five (5) Business Days prior to the Revolving Commitment
Termination Date; and (ii) the Borrowers may not request any Letter of Credit,
if, after giving effect to such issuance (A) the aggregate LC Exposure would
exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all
Lenders would exceed the Aggregate Revolving Commitment Amount.  Each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Issuing Bank without recourse a participation in each
Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount
available to be drawn under such Letter of Credit (i) on the Closing Date with
respect to all Existing Letters of Credit and (ii) on the date of issuance with
respect to all other Letters of Credit. 
Each issuance of a Letter of Credit shall be deemed to utilize the
Revolving Commitment of each Lender by an amount equal to the amount of such
participation.


(b)           To request the
issuance of a Letter of Credit (or any amendment, renewal or extension of an
outstanding Letter of Credit), the Administrative Borrower shall give the
Issuing Bank and the Administrative Agent irrevocable written notice at least
three (3) Business Days prior to the requested date of such issuance specifying
the date (which shall be a Business Day) such Letter of Credit is to be issued
(or amended, extended or renewed, as the case may be), the expiration date of
such Letter of Credit, the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit.  In addition to the satisfaction of the
conditions in Article III, the issuance of such Letter of Credit (or any
amendment which increases the amount of such Letter of Credit) will be subject
to the further conditions that such Letter of Credit shall be in such form and
contain such terms as the Issuing Bank shall approve and that the Borrowers
shall have executed and delivered any additional applications, agreements and
instruments relating to such Letter of Credit as the Issuing Bank shall
reasonably require; provided, that in the event of any conflict between
such applications, agreements or instruments and this Agreement, the terms of
this Agreement shall control.


(c)           At least two
Business Days prior to the issuance of any Letter of Credit, the Issuing Bank
will confirm with the Administrative Agent (by telephone or in writing) that
the Administrative Agent has received such notice and if not, the Issuing Bank
will provide the Administrative Agent with a copy thereof.  Unless the Issuing Bank has received notice
from the Administrative Agent on or before the Business Day immediately
preceding the date the Issuing Bank is to issue the requested Letter of Credit
directing the Issuing Bank not to issue the Letter of Credit because such
issuance is not then permitted hereunder because of the limitations set forth
in Section 2.21(a) or that one or more conditions specified in Article
III are not then satisfied, then, subject to the terms and conditions
hereof, the Issuing Bank shall, on the requested date, issue such Letter of
Credit in accordance with the Issuing Bank’s usual and customary business
practices.



 42
 









(d)           The Issuing Bank
shall examine all documents purporting to represent a demand for payment under
a Letter of Credit promptly following its receipt thereof.  The Issuing Bank shall notify the
Administrative Borrower and the Administrative Agent of such demand for payment
and whether the Issuing Bank has made or will make a LC Disbursement
thereunder; provided, that any failure to give or delay in giving such
notice shall not relieve the Borrowers of their joint and several obligations
to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement.  The Borrowers shall be
irrevocably and unconditionally, and jointly and severally, obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of
any kind.  Unless the Administrative
Borrower shall have notified the Issuing Bank and the Administrative Agent
prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date on which such
drawing is honored that the Borrowers intend to reimburse the Issuing Bank for
the amount of such drawing in funds other than from the proceeds of Revolving
Loans, the Borrowers shall be deemed to have timely given a Notice of Revolving
Borrowing to the Administrative Agent requesting the Lenders to make a Base
Rate Borrowing  on the date on
which such drawing is honored in an exact amount due to the Issuing Bank; provided,
that for purposes solely of such Borrowing, the conditions precedents set forth
in Section 3.2 hereof shall not be applicable.  The Administrative Agent shall notify the
Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section 2.5.  The
proceeds of such Borrowing shall be applied directly by the Administrative
Agent to reimburse the Issuing Bank for such LC Disbursement.


(e)           If for any reason a
Base Rate Borrowing may not be (as determined in the sole discretion of the
Administrative Agent), or is not, made in accordance with the foregoing
provisions, then each Lender (other than the Issuing Bank) shall be obligated
to fund the participation that such Lender purchased pursuant to subsection (a)
in an amount equal to its Pro Rata Share  of
such LC Disbursement on and as of the date which such Base Rate Borrowing
should have occurred.  Each Lender’s obligation to fund its
participation shall be absolute and unconditional and shall not be affected by
any circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may
have against the Issuing Bank or any other Person for any reason whatsoever,
(ii) the existence of a Default or an Event of Default or the termination of
the Aggregate Revolving Commitments, (iii) any adverse change in the condition
(financial or otherwise) of any Borrower or any of its Subsidiaries, (iv) any
breach of this Agreement by any Borrower or any other Lender, (v) any
amendment, renewal or extension of any Letter of Credit or (vi) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.  On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank.  Whenever, at any time after the Issuing Bank
has received from any such Lender the funds for its participation in a LC
Disbursement, the Issuing Bank (or the Administrative Agent on its behalf)
receives any payment on account thereof, the Administrative 



 43
 









Agent
or the Issuing Bank, as the case may be, will distribute to such Lender its Pro
Rata Share of such payment; provided, that if such payment is required
to be returned for any reason to the Borrowers or to a trustee, receiver,
liquidator, custodian or similar official in any bankruptcy proceeding, such
Lender will return to the Administrative Agent or the Issuing Bank any portion
thereof previously distributed by the Administrative Agent or the Issuing Bank
to it.


(f)            To the extent that
any Lender shall fail to pay any amount required to be paid pursuant to
paragraph (d) on the due date therefor, such Lender shall pay interest to the
Issuing Bank (through the Administrative Agent) on such amount from such due
date to the date such payment is made at a rate per annum equal to the Federal
Funds Rate; provided, that if such Lender shall fail to make such payment
to the Issuing Bank within three (3) Business Days of such due date, then,
retroactively to the due date, such Lender shall be obligated to pay interest
on such amount at the rate set forth in Section 2.12(c).


(g)           If any Event of
Default shall occur and be continuing, on the Business Day that the
Administrative Borrower receives notice from the Administrative Agent or the
Required Lenders demanding the deposit of cash collateral pursuant to this
paragraph, the Borrowers shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid fees thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
any Borrower described in clause (h) or (i) of Section 8.1.  Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the joint
and several obligations of the Borrowers under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Each Borrower agrees to execute
any documents and/or certificates to effectuate the intent of this paragraph.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrowers’ risk and
expense, such deposits shall not bear interest. 
Interest and profits, if any, on such investments shall accumulate in
such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it had not been reimbursed and to the extent so
applied, shall be held for the satisfaction of the joint and several reimbursement
obligations of the Borrowers for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated, with the consent of the Required
Lenders, be applied to satisfy other obligations of the Borrowers under this
Agreement and the other Loan Documents. 
If the Borrowers are required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not so applied as aforesaid) shall be returned to the Borrowers
within three Business Days after all Events of Default have been cured or
waived.


(h)           Promptly
following the end of each calendar quarter, the Issuing Bank shall deliver
(through the Administrative Agent) to each Lender and the Administrative
Borrower a report describing the aggregate Letters of Credit outstanding at the
end of such Fiscal Quarter.  Upon the
request of any Lender from time to time, the Issuing Bank shall deliver to such
Lender any other information reasonably requested by such Lender with respect
to each Letter of Credit then outstanding.



 44















 


(i)            The Borrowers’
joint and several obligations to reimburse LC Disbursements hereunder shall be
absolute, unconditional and irrevocable and shall be performed strictly in
accordance with the terms of this Agreement under all circumstances whatsoever
and irrespective of any of the following circumstances:


(i)             Any lack of validity or enforceability of any Letter of
Credit or this Agreement;


(ii)            The existence of any claim, set-off, defense or other
right which any Borrower or any Subsidiary of any Borrower may have at any time
against a beneficiary or any transferee of any Letter of Credit (or any Persons
or entities for whom any such beneficiary or transferee may be acting), any
Lender (including the Issuing Bank) or any other Person, whether in connection
with this Agreement or the Letter of Credit or any document related hereto or
thereto or any unrelated transaction;


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


(iv)           Payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document to the Issuing Bank that does
not comply with the terms of such Letter of Credit;


(v)            Any other event or circumstance whatsoever, whether or
not similar to any of the foregoing, that might, but for the provisions of this
Section 2.21, constitute a legal or equitable discharge of, or provide a
right of setoff against, the Borrowers’ obligations hereunder; or


(vi)           The existence of a Default or an Event of Default.


Neither the Administrative Agent, the Issuing Bank, the Lenders nor any
Related Party of any of the foregoing shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to above), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of the Issuing Bank; provided, that the foregoing shall not
be construed to excuse the Issuing Bank from liability to the Borrowers to the
extent of any actual direct damages (as opposed to special, indirect (including
claims for lost profits or other consequential damages), or punitive damages,
claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by the Borrowers that are caused by the
Issuing Bank’s failure to exercise due care when determining whether drafts or
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly
agree, that in the absence of gross negligence or willful misconduct on the
part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised due care in
each such determination.  In furtherance
of the foregoing 



 45
 









and without limiting the generality thereof, the
parties agree that, with respect to documents presented that appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.


(j)            Each Letter of Credit shall be subject to the
Uniform Customs and Practices for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, as the same may be
amended from time to time, and, to the extent not inconsistent therewith, the
governing law of this Agreement set forth in Section 10.5.


Section
2.22.        Increase of Commitments;
Additional Lenders.


(a)           So long as no Event of Default has occurred and is
continuing, from time to time on or after the Closing Date, Borrowers may, upon
at least 30 days’ written notice to the Administrative Agent (who shall
promptly provide a copy of such notice to each Lender),  propose to increase the Aggregate Revolving
Commitments by an amount not to exceed $100,000,000 (the amount of any such
increase, the “Additional Commitment Amount”).  Each Lender shall have the right for a period
of 15 days following receipt of such notice, to elect by written notice to the
Administrative Borrower and the Administrative Agent to increase its Revolving
Commitment by a principal amount equal to its Pro Rata Share of the Additional
Commitment Amount.  No Lender (or any
successor thereto) shall have any obligation to increase its Revolving
Commitment or its other obligations under this Agreement and the other Loan
Documents, and any decision by a Lender to increase its Revolving Commitment
shall be made in its sole discretion independently from any other Lender.


(b)           If any Lender shall not elect to increase its Revolving
Commitment pursuant to subsection (a) of this Section 2.22, the
Administrative Borrower may designate another bank or other financial
institution (which may be, but need not be, one or more of the existing
Lenders) which at the time agrees to, in the case of any such Person that is an
existing Lender, increase its Revolving Commitment and in the case of any other
such Person (an “Additional Lender”), become a party to this Agreement; provided,
however, that any new bank or financial institution must be acceptable
to the Administrative Agent, which acceptance will not be unreasonably withheld
or delayed.  The sum of the increases in
the Revolving Commitments of the existing Lenders pursuant to this subsection
(b) plus the Revolving Commitments of the Additional Lenders shall not in the
aggregate exceed the unsubscribed amount of the Additional Commitment Amount.


(c)           An increase in the aggregate amount of the Revolving
Commitments pursuant to this Section 2.22 shall become effective upon
the receipt by the Administrative Agent of a supplement or joinder in form and
substance reasonably satisfactory to the Administrative Agent executed by the
Borrowers and by each Additional Lender and by each other Lender whose
Revolving Commitment is to be increased, setting forth the new Revolving
Commitments of such Lenders and setting forth the agreement of each Additional
Lender to become a party to this Agreement and to be bound by all the terms and
provisions hereof, together with Notes evidencing such increase in the
Commitments, and such evidence of appropriate corporate authorizations on the
part of the Borrowers with respect to the increase in the Revolving Commitments
and such opinions of counsel for the Borrowers with respect to the increase in
the Revolving Commitments as the Administrative Agent may reasonably request.



 46
 









 


(d)           Upon the acceptance of any such agreement by the
Administrative Agent, the Aggregate Revolving Commitment Amount shall
automatically be increased by the amount of the Revolving Commitments added
through such agreement and Schedule II shall automatically be deemed
amended to reflect the Revolving Commitments of all Lenders after giving effect
to the addition of such Revolving Commitments.


(e)           Upon any increase in the aggregate amount of the Revolving
Commitments pursuant to this Section 2.22 that is not pro rata among all
Lenders, (x) within five Business Days, in the case of any Base Rate Loans then
outstanding, and at the end of the then current Interest Period with respect
thereto, in the case of any Eurodollar Loans then outstanding, the Borrowers
shall prepay such Loans in their entirety and, to the extent the Borrowers
elect to do so and subject to the conditions specified in Article III,
the Borrowers shall reborrow Loans from the Lenders in proportion to their
respective Revolving Commitments after giving effect to such increase, until
such time as all outstanding Loans are held by the Lenders in proportion to
their respective Commitments after giving effect to such increase and (y)
effective upon such increase, the amount of the participations held by each
Lender in each Letter of Credit then outstanding shall be adjusted
automatically such that, after giving effect to such adjustments, the Lenders
shall hold participations in each such Letter of Credit in proportion to their
respective Revolving Commitments.  Such
prepayments may be made with Loans borrowed in the manner provided under this
subsection.


Section
2.23.        Intentionally
Deleted.


ARTICLE III


CONDITIONS PRECEDENT TO LOANS AND LETTERS OF
CREDIT


Section
3.1.           Conditions To
Effectiveness.
The obligations of the Lenders (including the Swingline Lender) to make Loans
and the obligation of the Issuing Bank to issue any Letter of Credit hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.2).


(a)           The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Closing Date, including
reimbursement or payment of all out-of-pocket expenses (including reasonable
fees, charges and disbursements of counsel to the Administrative Agent)
required to be reimbursed or paid by the Borrowers hereunder, under any other
Loan Document (including, without limitation, those required by the Fee Letter)
and under any agreement in connection herewith or therewith with the Administrative
Agent or SunTrust Capital Markets, Inc., as Arranger.



 47
 









(b)           The Administrative Agent (or its counsel) shall have
received the following:


(i)             a
counterpart of this Agreement signed by or on behalf of each party hereto or
written evidence satisfactory to the Administrative Agent (which may include
telecopy or a portable data format (PDF) transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this
Agreement;


(ii)            duly
executed Revolving Credit Notes payable to such Lender and the Swingline Note
payable to the Swingline Lender;


(iii)           the
Subsidiary Guaranty Agreement duly executed by each Subsidiary of the
Borrowers, other than (A) Subsidiaries that are not Material Subsidiaries of
the Borrowers, so long as the Subsidiaries executing the Subsidiary Guaranty
Agreement collectively meet the Aggregate Subsidiary Threshold or (B) any
direct or indirect Subsidiary of the Borrowers organized in a jurisdiction
outside the United States where the guarantee of the Obligations by such
Subsidiary would result in adverse U.S. federal income tax consequences to any
Borrower.


(iv)           Intentionally
deleted;


(v)            the
Security Agreement duly executed by each Loan Party, together with (A) UCC
financing statements and other applicable documents under the laws of the
jurisdictions with respect to the perfection of the Liens granted under the
Security Agreement, as requested by the Administrative Agent in order to
perfect such Liens, duly executed by the Loan Parties, (B) copies of favorable
UCC, tax, judgment and fixture lien search reports, or updates thereof, if
applicable, in all necessary or appropriate jurisdictions and under all legal
and trade names of the Loan Parties requested by the Lenders, indicating that
there are no prior Liens on any of the Collateral other than Permitted
Encumbrances, (C) a Perfection Certificate duly completed and executed by each
of the Borrowers, (D) duly executed Copyright Security Agreements, Patent
Security Agreements and Trademark Security Agreements, if applicable, (E) a
certified copy of all leases of Real Estate leased in Ogden, Utah,
Jacksonville, Florida, and Summerville, South Carolina, and (F) landlord
waivers with respect to the Real Estate leased in Ogden, Utah, Jacksonville,
Florida, and Summerville, South Carolina, in form and substance reasonably
satisfactory to the Administrative Agent, and in the case of each of clauses
(C), (E) and (F), receipt of which is acknowledged by the Administrative Agent’s
signature to this Agreement;


(vi)           duly executed Control Account Agreements with each bank
that maintains deposit accounts, and each securities intermediary that
maintains investment accounts, on behalf of any Loan Party on the Closing Date,
as reasonably requested by the Administrative Agent, receipt of which is
acknowledged by the Administrative Agent’s signature to this Agreement;


(vii)          duly executed Pledge Agreements, pursuant to which 100% of
the Capital Stock of AAI and all of its Subsidiaries (but limited to 65% of the
voting Capital Stock and 100% of the non-voting Capital Stock for any Non-U.S.
Subsidiary) shall be pledged to the Administrative Agent, together with (A)
original stock certificates evidencing the issued and outstanding shares of
Capital Stock pledged to the Administrative Agent pursuant to the Pledge
Agreements, and (B) stock powers or other appropriate instruments of transfer
executed in blank;



 48
 









(viii)         the
duly executed Mortgages covering all owned Real Estate (except the Goose Creek
Facility), and duly executed counterparts of the other Real Estate Documents
together with:  (a) title insurance
policies for all owned Real Estate (with no exception for survey), reasonably
satisfactory in form and substance to Administrative Agent; (b) evidence
that counterparts of such Mortgages have been recorded in all places to the
extent necessary, in the judgment of Administrative Agent, to create a valid
and enforceable first priority lien (subject to Permitted Encumbrances) on each
such Mortgaged Property in favor of Administrative Agent for the benefit of
itself and Lenders (or in favor of such other trustee as may be required or
desired under local law); and (c) in the case of the Deed of Trust, a date down
endorsement to the title insurance policy insuring the lien thereof, insuring
the lien of the Deed of Trust, which endorsement shall also (1) advance
the effective date of such policy to the Closing Date, (2) update the
exception for the lien of taxes to refer to those not yet due and payable, and
(3) contain no new exceptions or objections to title except as the
Administrative Agent may otherwise consent in writing (the “Date Down
Endorsement”), and in the case of each of clauses (a) and (b), receipt of
which is acknowledged by the Administrative Agent’s signature to this Agreement;


(ix)            satisfactory
field examinations of all Accounts and Inventory and other personal property
reasonably requested by the Administrative Agent, in each case completed by
auditors and appraisers selected by the Administrative Agent, receipt of which
is acknowledged by the Administrative Agent’s signature to this Agreement;


(x)             environmental
database search reports on all Mortgaged Properties, dated no more than 6
months prior to the Closing Date, and the Administrative Agent shall be
reasonably satisfied with the contents thereof, receipt of which is
acknowledged by the Administrative Agent’s signature to this Agreement;


(xi)            Intentionally
deleted;


(xii)           certificates
of insurance, in form and detail acceptable to the Administrative Agent,
describing in reasonable detail the types and amounts of insurance (property
and liability) maintained by the Borrowers and all Guarantors, including
insurance covering the tangible Collateral owned or leased by the Loan Parties,
in each case naming the Administrative Agent as loss payee or additional
insured, as the case may be, together with a lender’s loss payable endorsement
in form and substance reasonably satisfactory to the Administrative Agent,
receipt of which is acknowledged by the Administrative Agent’s signature to
this Agreement;


(xiii)          a
certificate of the Secretary or Assistant Secretary of each Loan Party in the
form of Exhibit 3.1(b)(xiii), attaching and certifying copies of its
bylaws and of the resolutions of its boards of directors, or partnership agreement
or limited liability company agreement, or comparable organizational documents
and authorizations, authorizing the execution, delivery and performance of the
Loan Documents to which it is a party and certifying the name, title and true
signature of each officer of such Loan Party executing the Loan Documents to
which it is a party;



 49
 









(xiv)         certified
copies of the articles or certificate of incorporation, certificate of
organization or limited partnership, or other registered organizational
documents of each Loan Party, together with certificates of good standing or
existence, as may be available from the Secretary of State of the jurisdiction
of organization of such Loan Party and each other jurisdiction where such Loan
Party is required to be qualified to do business as a foreign corporation;


(xv)          a
favorable written opinion of counsel to the Loan Parties, including opinions in
respect of the laws of each state where such entities were organized, where any
real property Collateral is located, and of each country where the Capital
Stock of any Non-U.S. Subsidiary is being pledged, addressed to the
Administrative Agent and each of the Lenders, and covering such matters
relating to the Loan Parties, the Loan Documents and the transactions
contemplated therein as the Administrative Agent or the Required Lenders shall
reasonably request;


(xvi)         a
certificate in the form of Exhibit 3.1(b)(xvi), dated the Closing Date
and signed by a Responsible Officer, certifying that (x) no Default or Event of
Default exists, (y) all representations and warranties of each Loan Party set
forth in the Loan Documents are true and correct and (z) since the date of the
consolidated financial statements of UIC described in Section 4.4, there
shall have been no change which has had or could reasonably be expected to have
a Material Adverse Effect;


(xvii)        certified
copies of all consents, approvals, authorizations, registrations and filings
and orders required to be made or obtained under any Requirement of Law, or by
any material Contractual Obligation of each Loan Party, in connection with the
execution, delivery, performance, validity and enforceability of the Loan
Documents or any of the transactions contemplated thereby, and such consents,
approvals, authorizations, registrations, filings and orders shall be in full
force and effect and all applicable waiting periods shall have expired, and no
investigation or inquiry by any governmental authority regarding the Loans or
any transaction being financed with the proceeds thereof shall be ongoing;


(xviii)       copies
of (A) the quarterly financial statements of UIC and its Subsidiaries on a
consolidated and consolidating basis for the Fiscal Quarter ending on March 31,
2007, and (B) the audited consolidated and unaudited consolidating financial statements
for UIC and its Subsidiaries for the Fiscal Years ending December 31, 2004,
2005 and 2006, receipt of which, in each case, is acknowledged by the
Administrative Agent’s signature to this Agreement;


(xix)          a
duly completed and executed certificate of the type described in Section
5.1(b) including calculations of the financial covenants set forth in Article
VI hereof as of March 31, 2007;



 50
 









(xx)           certified
copies of all agreements, indentures or notes governing the terms of any
Material Indebtedness and all other material agreements, documents and
instruments to which any Loan Party or any of its assets are bound; and


(xxi)          if
reasonably required by the Administrative Agent, a duly completed and executed
Form U-1, as required by Regulation U has been delivered to the Administrative Agent.


Section 3.2.           Each
Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is
subject to the satisfaction of the following conditions:


(a)           at the time of and
immediately after giving effect to such Borrowing or the issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, no Default or
Event of Default shall exist;


(b)           at the time of and
immediately after giving effect to such Borrowing or the issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, all
representations and warranties of each Loan Party set forth in the Loan
Documents shall be true and correct in all material respects on and as of the
date of such Borrowing or the date of issuance, amendment, extension or renewal
of such Letter of Credit, in each case before and after giving effect thereto,
except for such representations and warranties of a Loan Party that relate
expressly to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects on and as of such earlier
date;


(c)           since the date of
the financial statements of UIC described in Section 4.4, there shall
have been no change which has had or would reasonably be expected to have a
Material Adverse Effect;


(d)           the Administrative
Borrower shall have delivered the required Notice of Borrowing; and


(e)           the Administrative
Agent shall have received from the Administrative Borrower such other
documents, certificates or information (but not including third party reports
or examinations) as the Administrative Agent or the Required Lenders may
reasonably request, all in form and substance reasonably satisfactory to the
Administrative Agent or the Required Lenders.


Each Borrowing and each
issuance, amendment, extension or renewal of any Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrowers on the date
thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section
3.2.


Section 3.3.           Delivery
of Documents.  All of the Loan Documents, certificates,
legal opinions and other documents and papers referred to in this Article
III, unless otherwise specified, shall be delivered to the Administrative
Agent for the account of each of the Lenders and, except for the Notes, in
sufficient counterparts or copies for each of the Lenders and shall be in form
and substance satisfactory in all respects to the Administrative Agent.



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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES


Each Borrower represents and
warrants to the Administrative Agent and each Lender as follows:


Section 4.1.           Existence;
Power.  Each Borrower and each of their Subsidiaries
(i) is duly organized, validly existing and in good standing as a corporation,
partnership or limited liability company under the laws of the jurisdiction of
its organization, (ii) has all requisite power and authority to carry on its
business as now conducted, and (iii) is duly qualified to do business, and
is in good standing, in each jurisdiction where such qualification is required,
except where a failure to be so qualified would not reasonably be expected to
result in a Material Adverse Effect.


Section 4.2.           Organizational
Power; Authorization.  The execution, delivery and performance by
each Loan Party of the Loan Documents to which it is a party are within such
Loan Party’s organizational powers and have been duly authorized by all
necessary organizational, and if required, shareholder, partner or member,
action.  This Agreement has been duly
executed and delivered by each Borrower, and constitutes, and each other Loan Document to which any Loan Party is a
party, when executed and delivered by such Loan Party, will constitute, valid
and binding obligations of such Borrower or such Loan Party (as the case may
be), enforceable against it in accordance with their respective terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity.


Section 4.3.           Governmental
Approvals; No Conflicts.  The execution, delivery and
performance by each Borrower of this Agreement, and by each Loan Party of the
other Loan Documents to which it is a party (a) do not require any consent or
approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect, (b) will not materially violate any Requirements of Law applicable to
any Borrower or any of its Subsidiaries or any judgment, order or ruling of any
Governmental Authority, (c) will not violate or result in a material default
under any indenture, material agreement or other material instrument binding on
any Borrower or any of their Subsidiaries or any of its assets or give rise to
a right thereunder to require any payment to be made by any Borrower or any of
their Subsidiaries and (d) will not result in the creation or imposition of any
Lien on any asset of any Borrower or any of their Subsidiaries, except Liens
(if any) created under the Loan Documents and other Liens permitted expressly
by this Agreement.


Section 4.4.           Financial
Statements.  The Borrowers have furnished to the
Administrative Agent (i) the audited consolidated and unaudited consolidating
balance sheet of UIC and its Subsidiaries as of December 31, 2006 and the
related consolidated and consolidating statements of income and cash flows for
the Fiscal Year then ended prepared by KPMG LLP (in the case of consolidated
financial statements) and (ii) the unaudited consolidated and
consolidating balance sheet of UIC and its Subsidiaries as of March 31, 2007,
and the related unaudited consolidated and consolidating statements of income
and cash flows for the Fiscal Quarter and year-to-date period then ending,
certified by a Responsible Officer.  Such
financial 



 52
 









statements
fairly present the consolidated and consolidating financial condition of UIC
and its Subsidiaries as of such dates and the consolidated and consolidating
results of operations for such periods in conformity with GAAP consistently
applied, subject to year end audit adjustments in the case of the statements
referred to in clause (ii).  Since December
31, 2006, there have been no changes with respect to the Borrowers and their
Subsidiaries taken as a whole, in each case which have had or would  reasonably be expected to have, singly or
in the aggregate, a Material Adverse Effect.


Section 4.5.           Litigation
and Environmental Matters.


(a)           Other than
litigation, investigations or proceedings disclosed in any public Securities
and Exchange Commission filings by UIC prior to the Closing Date, no
litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of any
Borrower, overtly threatened against or affecting any Borrower or any of their
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination that would reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other
Loan Document.


(b)           Except for the
matters set forth on Schedule 4.5, no Borrower nor any of their
Subsidiaries (i) has failed to comply with any applicable Environmental Law or
to obtain, maintain or comply with any permit, license or other approval
required under any applicable Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received written notice or to its knowledge
any other notice of any claim with respect to any Environmental Liability or
(iv) knows of any reasonable basis for any Environmental Liability, in each
case of (i), (ii), (iii) or (iv) which could reasonably be expected to have a
Material Adverse Effect.


Section 4.6.           Compliance
with Laws and Agreements.  The Borrowers and their
Subsidiaries are in compliance with (a) all Requirements of Law and all
judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties,
except where non-compliance, either singly or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.


Section 4.7.           Investment
Company Act, Etc.  No Borrower nor any of their Subsidiaries is
(a) an “investment company” or is “controlled” by an “investment company”, as
such terms are defined in, or subject to regulation under, the Investment
Company Act of 1940, as amended or (b) otherwise subject to any other
regulatory scheme limiting its ability to incur debt or requiring any approval
or consent from or registration or filing with, any Governmental Authority in
connection therewith.


Section 4.8.           Taxes.  The
Borrowers and their Subsidiaries and each other Person for whose taxes any
Borrower or any of their Subsidiaries could become liable have timely filed or
caused to be filed all Federal income tax returns and all other material tax
returns that are required to be filed by them, and have paid all taxes shown to
be due and payable on such returns or on any assessments made against it or its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority, except where 



 53
 









the
same are currently being contested in good faith by appropriate proceedings and
for which a Borrower or such Subsidiary, as the case may be, has set aside on
its books adequate reserves in accordance with GAAP.  The charges, accruals and reserves on the
books of UIC and its Subsidiaries in respect of such taxes are adequate, and no
tax liabilities that could be materially in excess of the amount so provided
are anticipated.


Section 4.9.           Margin
Regulations.  None of the proceeds of any of the Loans or
Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying”
any Margin Stock with the respective meanings of each of such terms under
Regulation U (other than repurchases of the Capital Stock of UIC permitted by
this Agreement) or for any purpose that violates the provisions of Regulation
U.  No Borrower nor any of their
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock.  Margin Stock constitutes
less than 25% of those assets of the Borrowers and their Subsidiaries, on a
consolidated basis, which are subject to any limitation on sale, pledge or
other restriction hereunder.


Section 4.10.        ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse
Effect.  The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Standards No. 87) did not, as of the
date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of such Plan in excess of an amount that would
reasonably be expected to result in liability of the Borrowers and their
Subsidiaries having a Material Adverse Effect, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Plans in excess of an amount that would
reasonably be expected to result in liability of the Borrowers and their
Subsidiaries having a Material Adverse Effect.


Section 4.11.        Ownership
of Property.


(a)           Each Borrower and
its Subsidiaries has good title to, or valid leasehold interests in, as
applicable, all of its real and personal property material to the operation of
its business, including all such properties reflected in the most recent
audited consolidated balance sheet of UIC referred to in Section 4.4 or
purported to have been acquired by any Borrower or such Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this
Agreement.  All leases that individually
or in the aggregate are material to the business or operations of the Borrowers
and their Subsidiaries are valid and subsisting and are in full force.


(b)           Each
of the Borrowers and their Subsidiaries owns, or is licensed, or otherwise has
the right, to use, all patents, trademarks, service marks, trade names,
copyrights and other intellectual property material to its business, and the
use thereof by the Borrowers and their Subsidiaries does not infringe on the rights
of any other Person except to the extent such non-possession or infringement
would reasonably be expected to have a Material Adverse Effect.



 54















 


(c)           The properties of
the Borrowers and their Subsidiaries are insured with insurance companies that
are not Affiliates of the Borrowers and their Subsidiaries, the selection of
which is consistent with sound corporate practices and customary for the respective
businesses, and such insurance in such amounts with such deductibles and
covering such risks as are consistent with sound corporate practices and
customary for the respective businesses, naming the Administrative Agent as an
additional insured and mortgage loss payee.


Section 4.12.        Disclosure.  The
Borrowers have disclosed to the Lenders all agreements, instruments, and
corporate or other restrictions to which any Borrower and any of their
Subsidiaries is subject, and all other matters known to any of them, that,
individually or in the aggregate, would reasonably be expected to result in a
Material Adverse Effect.  Neither the
Information Memorandum nor any of the reports (including without limitation all
reports that UIC is required to file with the Securities and Exchange
Commission), financial statements, certificates or other information furnished
by or on behalf of a Borrower to the Administrative Agent or any Lender in
connection with the negotiation or syndication of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
any other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein,
taken as a whole, in light of the circumstances under which they were made, not
misleading in any material respect.


Section 4.13.        Labor
Relations.  There are no strikes, lockouts or other
material labor disputes or grievances against the Borrowers or any of their
Subsidiaries, or, to any Borrower’s knowledge, overtly threatened against or
affecting any Borrower or any of their Subsidiaries, and no significant unfair
labor practice, charges or grievances are pending against any Borrower or any
of their Subsidiaries, or to any Borrower’s knowledge, threatened against any
of them before any Governmental Authority that would reasonably be expected to
have a Material Adverse Effect.  All
payments due from any Borrower or any of their Subsidiaries pursuant to the
provisions of any collective bargaining agreement have been paid or accrued as
a liability on the books of such Borrower or any such Subsidiary, except where
the failure to do so would not reasonably be expected to have a Material
Adverse Effect.


Section 4.14.        Subsidiaries.  Schedule
4.14 sets forth the name of, the ownership interest in, the jurisdiction of
incorporation or organization of, and the type of, each Subsidiary of each
Borrower and identifies each Subsidiary that is a Subsidiary Loan Party, a
Non-U.S. Subsidiary and/or a Material Subsidiary of a Borrower, in each case as
of the Closing Date.


Section 4.15.        Solvency. 
After giving effect to the execution and delivery of the Loan Documents
and the making of the Loans under this Agreement, each Loan Party will be Solvent.


Section 4.16.        OFAC.  No Loan Party (i) is a person whose property
or interest in property is blocked or subject to blocking pursuant to Section 1
of Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or
transactions prohibited by Section 2 of such executive order, or is otherwise
associated with any such person in any manner violative of Section 2, or (iii)
is a person on the list of Specially Designated Nationals and Blocked Persons
or subject to the limitations or prohibitions under any other U.S. Department
of Treasury’s Office of Foreign Assets Control regulation or executive order.



 55
 









Section 4.17.        Patriot
Act.  Each Loan Party is
in compliance, in all material respects, with (i) the Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating
thereto, and (ii) the Uniting And Strengthening America By Providing
Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act
of 2001).  No part of the proceeds of the
Loans will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.


Section 4.18.        Security
Documents.  (a) The Pledge
Agreements are effective to create in favor of the Administrative Agent, for
the ratable benefit of the Lenders, a legal, valid and enforceable security
interest in the Pledged Collateral (as defined in the Pledge Agreements) and,
when such Collateral is delivered to the Administrative Agent, together with
stock powers duly executed in blank, the Pledge Agreements shall constitute a
fully perfected Lien on, and security interest in, all right, title and
interest of the pledgor thereunder in such Collateral, in each case prior and
superior in right to any other Person.


(b)
(i)      The Security Agreement is
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Lenders, a legal, valid and enforceable security interest in the
Collateral (as defined in the Security Agreement) and, (ii) when UCC financing
statements in appropriate form are filed in the offices specified on Schedule 2
to the Perfection Certificate, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral (other than the Copyrights,
Trademarks and Patents), prior and superior in right to any other Person, other
than with respect to Liens expressly permitted by Section 7.2.


(c)           When the UCC financing statements
referenced in clause (b)(ii) above are made and when the Patent Security
Agreement and Trademark Security Agreement are filed in the United States
Patent and Trademark Office and the Copyright Security Agreement is filed in
the United States Copyright Office, the Security Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in the Intellectual Property (as defined in the
Security Agreement) in which a security interest may be perfected by filing,
recording or registering a security agreement, financing statement or analogous
document in the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, in each case prior and superior in right to any
other Person.


(d)           Each Mortgage, when duly executed and
delivered by the relevant Loan Party, will be, and the Deed of Trust is,
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Lenders, a legal, valid and enforceable Lien on all of the Loan
Parties’ right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, and the Deed of Trust, having been filed
in the real estate records in Baltimore County, Maryland, constitutes, and the
other Mortgages that may be delivered under Section 5.10(d)(v), 



 56
 









when filed in the
applicable real estate records shall constitute, a Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Mortgaged Properties and the proceeds thereof, prior and superior in right to
any other Person, subject to the exceptions listed in each title insurance
policy covering such Mortgage.


ARTICLE V


AFFIRMATIVE
COVENANTS


Each Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation
remains unpaid or outstanding (other than indemnities and other similar
contingent obligations surviving the termination of this Agreement for which no
claim has been made and which are unknown and not calculable at the time of
termination and those Obligations relating to the Hedging Obligations):


Section 5.1.           Financial
Statements and Other Information.  The Administrative Borrower
will deliver to the Administrative Agent:


(a)           promptly after
filing, and in any event, within three days thereafter, copies of material
reports, proxy statements and other material documents filed with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all functions of said Commission, or with any national securities
exchange, or distributed by any Borrower to its shareholders generally, as the
case may be, including, without limitation, all of UIC’s Forms 10-K and 10-Q, provided, however, that the
Administrative Borrower shall be deemed to have delivered the reports referred
to herein upon, if applicable, their filing with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all functions of
said Commission, or with any national securities exchange.  UIC
hereby agrees to timely file all of the foregoing, when and as required by the
Securities Exchange Act of 1934, as amended, and each periodic report shall
contain the consolidated and, so long as required by GAAP, consolidating
financial statements of UIC and its Subsidiaries, which statements shall
include a balance sheet, income statement and statement of cash flows;


(b)           within fifteen (15)
days after the filing of the periodic financial statements referred to in
clause (a) above, a Compliance Certificate signed by a Responsible Officer,
which Compliance Certificate shall (a) include a certification as to
statements consistent with the applicable requirements of the Securities and
Exchange Commission, (b) include a certification as to whether there exists a
Default or Event of Default on the date of such Compliance Certificate, and if
a Default or an Event of Default exists, specifying the details thereof and the
action which Borrowers have taken or propose to take with respect thereto,
(c) set forth in reasonable detail calculations demonstrating compliance
with the financial covenants set forth in Article VI, and (d) state
whether any change in GAAP or the application thereof applicable to the
Borrowers has occurred since the date of UIC’s most recent audited financial
statements delivered in connection with Section 4.4, and, if any change
has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;



 57
 









(c)           within
fifteen (15) days after the filing of the annual financial statements referred
to in clause (a) above, a certificate of the chief financial officer or the
chief legal officer of UIC setting forth the information required pursuant to
Section 1, 2, 7, 8 and 9 of the Perfection Certificate or confirming that there
has been no change in such information since the date of the Perfection
Certificate delivered on the Closing Date or the date of the most recent
certificate delivered pursuant to this Section.


(d)           promptly following
any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrowers or any of
their Subsidiaries as the Administrative Agent or any Lender may reasonably
request.


Section 5.2.           Notices
of Material Events.  The Administrative Borrower will furnish to
the Administrative Agent prompt written notice of the following:


(a)           the occurrence of
any Default or Event of Default;


(b)           the filing or
commencement of any action, suit or proceeding by or before any arbitrator or
Governmental Authority against or, to the knowledge of any Borrower, affecting
any Borrower or any of their Subsidiaries which, if adversely determined, would
reasonably be expected to result in a Material Adverse Effect;


(c)           the occurrence of
any event or any other development by which any Borrower or any of their
Subsidiaries (i) fails to comply with any applicable Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any applicable Environmental Law, (ii) becomes subject to any
Environmental Liability, (iii) receives written notice or to its knowledge
any other notice of any claim with respect to any Environmental Liability, or
(iv) has actual knowledge of any reasonable basis for the imposition on any
Borrower or any of its Subsidiaries of any Environmental Liability and in each
of the preceding clauses (i), (ii), (iii) or (iv), which individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;


(d)           the
occurrence of any ERISA Event that alone, or together with any other ERISA
Events that have occurred, would reasonably be expected to result in liability
of any Borrower or any of their Subsidiaries having a Material Adverse Effect.


(e)           to their
knowledge, the occurrence of any default or event of default, or the receipt by
any Borrower or any of their Subsidiaries of any written notice of an alleged
default or event of default, with respect of any Material Indebtedness of any
Borrower or any of their Subsidiaries;


(f)            any change (i)
in any Loan Party’s corporate name or in any trade name used to identify it in
the conduct of its business or in the ownership of its properties, (ii) in any
Loan Party’s chief executive office, its principal place of business, any
office in which it maintains books or records relating to Collateral owned by
it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) in any
Loan Party’s identity or corporate structure, (iv) in any Loan Party’s federal
taxpayer identification number or organizational number or (v) in any Loan
Party’s jurisdiction of organization, as well as notice of the destruction or
damage to any material portion of the Collateral; and



 58
 









(g)           any other development
that results in, or would reasonably be expected to result in, a Material
Adverse Effect.


Each notice delivered under
this Section 5.2 shall be accompanied by a written statement of a
Responsible Officer setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.


Section 5.3.           Existence;
Conduct of Business.  Each Borrower will, and will cause each
Restricted Subsidiary to, do or cause to be done all things necessary to
preserve, renew and maintain in full force and effect its legal existence and
its respective material rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names necessary to the conduct of its
business and will continue to engage in the same business as presently
conducted or such other businesses that are reasonably related thereto; provided,
that nothing in this Section 5.3 shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.


Section 5.4.           Compliance
with Laws, Etc.
Each Borrower will, and will cause each Restricted Subsidiary to, comply with
all laws, rules, regulations and requirements of any Governmental Authority
applicable to its business and properties, including without limitation, all
Environmental Laws, ERISA and OSHA, except where the failure to do so, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


Section 5.5.           Payment
of Obligations.  Each Borrower will, and will cause each
Restricted Subsidiary to, pay and discharge at or before maturity, all of its
obligations and liabilities (including without limitation all tax liabilities
and claims that could result in a statutory Lien other than Permitted Encumbrances)
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings (including appellate proceedings), and (b) such Borrower or such
Restricted Subsidiary, as the case may be, has set aside on its books adequate
reserves with respect thereto in accordance with GAAP.


Section 5.6.           Books
and Records. Each
Borrower will, and will cause each Restricted Subsidiary to, keep proper books of record and account in which full,
true and correct entries shall be made of all dealings and transactions in
relation to its business and activities to the extent necessary to prepare the
consolidated financial statements of UIC in conformity with GAAP.


Section 5.7.           Visitation,
Inspection, Etc.  Each Borrower will, and will cause each
Restricted Subsidiary to, permit any representative of the Administrative Agent
to visit and inspect its properties, to examine its books and records and to
make copies and take extracts therefrom, and to discuss its affairs, finances
and accounts with any of its officers and with its independent certified public
accountants, all at such reasonable times during business hours and as often as
the Administrative Agent may reasonably request after reasonable prior notice
to the Administrative Borrower; provided, however, if an Event of
Default has occurred and is continuing, no prior notice shall be required.  Notwithstanding the foregoing, if no Default
or Event of Default has occurred, any such visitation and inspection occurring
more than three 



 59
 









times
in any Fiscal Year shall be at the expense of the Administrative Agent and the
Lenders.  If an Event of Default has
occurred and is continuing, AAI will, upon request of the Administrative Agent,
obtain an appraisal of the Hunt Valley, Baltimore County, Maryland Real Estate
subject to a Mortgage from an appraiser reasonably acceptable to the
Administrative Agent, and to the extent the value of such Real Estate is
greater than $30,000,000, AAI will execute (i) an amendment to the Deed of
Trust increasing the limit on the Obligations secured by the Deed of Trust to
the appraised value, (ii) obtain a title endorsement in form and substance
reasonably satisfactory to Administrative Agent insuring such amendment and
(iii) pay all recording, intangible or other taxes due in connection therewith
and executing any tax affidavits in connection therewith requested by the
Administrative Agent.


Section 5.8.           Maintenance
of Properties;
Insurance. 
Each Borrower will, and will cause each Restricted Subsidiary to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain with insurance companies that are not Affiliates of
any Borrower nor any of their Subsidiaries, the selection of which is
consistent with sound corporate practices and customary for the respective
businesses,  (i) insurance with
respect to its properties and business, and the properties and business of its
Subsidiaries, against such casualties and contingencies and of such types and
in such amounts as are consistent with sound corporate practices and are
customary in their respective businesses and (b) all insurance required to be
maintained pursuant to the Security Documents, and will, upon reasonable
request of the Administrative Agent, furnish to each Lender at reasonable
intervals (but in no event more frequently than once per calendar year, unless
there has occurred an Event of Default) a certificate of a Responsible Officer
of each Borrower setting forth the nature and extent of all insurance
maintained by each Borrower and each Restricted Subsidiary in accordance with
this Section 5.8, and (c) at all times shall name the Administrative
Agent as additional insured on all liability insurance policies of each
Borrower and each Restricted Subsidiary and as loss payee (pursuant to the loss
payee endorsement approved by the Administrative Agent) on all casualty and
property insurance policies of each Borrower and each Restricted Subsidiary.


Section 5.9.           Use
of Proceeds and Letters of Credit.  The Borrowers will use the
proceeds of all Loans first, to refinance Indebtedness existing on the Closing
Date and owing to the Existing Lenders under the Existing Credit Agreement, if
any, and to pay related fees and expenses, and next, to finance a share
repurchase program of UIC, working capital needs, Permitted Acquisitions, capital expenditures and for other general
corporate purposes of the Borrowers and their Subsidiaries.  No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that would violate any
rule or regulation of the Board of Governors of the Federal Reserve System,
including Regulations T, U or X.  All
Letters of Credit will be used for general corporate purposes.



 60
 









Section 5.10.        Additional
Subsidiaries.


(a)           In
the event that any Person becomes both a Domestic Subsidiary and a Material
Subsidiary of a Borrower, whether pursuant to an acquisition or otherwise, (x)
the Administrative Borrower shall promptly notify the Administrative Agent and
the Lenders of the creation or acquisition of such Subsidiary and (y) within
thirty (30) days thereafter, the Borrowers shall cause such Person to become a
Subsidiary Loan Party, as provided in clause (d) below, and shall pledge, or
cause any Person owning Capital Stock of such Person to pledge, all Capital
Stock of such Person to the Administrative Agent as security for the
Obligations by executing and delivering a new Pledge Agreement or a joinder to
an existing Pledge Agreement, and delivering the original stock certificates
evidencing such Capital Stock to the Administrative Agent, together with
appropriate stock powers executed in blank.


(b)           If, at any time, the
aggregate revenue or assets (on a non-consolidated basis) of the Borrowers and
their Subsidiaries that are then Subsidiary Loan Parties are less than the
Aggregate Subsidiary Threshold, then the Borrowers shall cause one or more
other Subsidiaries to become additional Subsidiary Loan Parties, as provided in
clause (d) below, within thirty (30) days after such revenues or assets become
less than the Aggregate Subsidiary Threshold so that after including the
revenue and assets of any such additional Subsidiary Loan Parties, the
aggregate revenue and assets (on a non-consolidated basis) of the Borrowers and
all such Subsidiary Loan Parties would equal or exceed such Aggregate
Subsidiary Threshold.


(c)           The Borrowers may
elect at any time to have any Subsidiary become an additional Subsidiary Loan
Party as provided in clause (d) below. 
Upon the occurrence and during the continuation of any Event of Default,
if the Required Lenders so direct, the Borrowers shall (i) cause all of their
Subsidiaries to become additional Subsidiary Loan Parties, as provided in
clause (d) below, within ten (10) Business Days after the Administrative
Borrower’s receipt of written confirmation of such direction from the
Administrative Agent.


(d)           A Subsidiary shall
become a Subsidiary Loan Party by (i) executing and delivering to the
Administrative Agent joinders, in form and substance reasonably satisfactory to
the Administrative Agent, to the Subsidiary Guaranty Agreement, Security
Agreement and, to the extent such Subsidiary owns Capital Stock of another
Person, the applicable Pledge Agreement, (ii) executing and delivering to the
Administrative Agent a Copyright Security Agreement, a Patent Security
Agreement and a Trademark Security Agreement to the extent such Subsidiary owns
any Copyrights, Patents or Trademarks, as applicable, (iii) filing, or at the
request of the Administrative Agent authorizing the filing of, all such UCC
financing statements or similar instruments required by the Administrative
Agent to perfect Liens in favor of the Administrative Agent and granted under
any of the Loan Documents, (iv) delivering the original stock certificates
evidencing any Capital Stock pledged by such Person to the Administrative
Agent, together with appropriate stock powers executed in blank, (v) granting Liens
in favor of the Administrative Agent in all owned Real Estate and in all leased
Real Estate with a remaining lease term of five years or more or otherwise
deemed material by the Administrative Agent in its reasonably discretion by
executing and delivering to the Administrative Agent such Real Estate Documents
as the Administrative Agent shall reasonably require, and (vi) delivering all
such other documentation (including without limitation, lien searches, title
insurance policies, surveys, environmental reports, legal opinions, landlord
waivers, and certified organizational documents) and taking all such other
actions as such Person would have been required to deliver and take pursuant to
Section 3.1 if such Person had been a Subsidiary Loan Party on the
Closing Date.  



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No
Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a
Subsidiary Loan Party or be entitled to be released or discharged from its
obligations under the Subsidiary Guaranty Agreement.  All joinders and other documents executed or
delivered under this Section 5.10 shall be in form and substance
reasonably satisfactory to the Administrative Agent.


(e)           In
the event that any Person becomes a Non-U.S. Subsidiary owned directly by a
Borrower or a Domestic Subsidiary of a Borrower, whether pursuant to an
acquisition or otherwise, (x) the Administrative Borrower shall promptly notify
the Administrative Agent and the Lenders thereof and (y) no later than thirty
(30) days after such Person becomes a Non-U.S. Subsidiary, or if the
Administrative Agent determines in its reasonable discretion that the Borrowers
are working in good faith, such longer period as the Administrative Agent shall
permit not to exceed sixty (60) additional days, the applicable Borrowers
shall, or shall cause its Domestic Subsidiary owning such Person, (i) to pledge
all of the Capital Stock of such Non-U.S. Subsidiary (or if the pledge of all
of the voting Capital Stock of such Non-U.S. Subsidiary would result in
materially adverse tax consequences, then such pledge shall be limited to
sixty-five percent (65%) of the voting Capital Stock and one hundred percent
(100%) of the non-voting Capital Stock owned by any Borrower or any Domestic
Subsidiary, as applicable) to the Administrative Agent as security for the
Obligations pursuant to a pledge agreement in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders, (ii) to
deliver the original stock certificates evidencing such pledged Capital Stock,
together with appropriate stock powers executed in blank and (iii) to deliver
all such other documentation (including without limitation, lien searches,
legal opinions, landlord waivers, and certified organizational documents) and
to take all such other actions as such Borrower or such Domestic Subsidiary
would have been required to deliver and take pursuant to Section 3.1 if
such Subsidiary had been a Non-U.S. Subsidiary on the Closing Date.


Section 5.11.        Casualty
and Condemnation.  The
Administrative Borrower (a) will furnish to the Administrative Agent prompt
written notice of any casualty or other insured damage to any material portion
of any Collateral or the commencement of any action or preceding for the taking
of any material portion of any Collateral or any part thereof or interest
therein under power of eminent domain or by condemnation or similar proceeding
and (b) will ensure that the net proceeds of any settlement or payment in
respect of any such event (whether in the form of insurance proceeds,
condemnation awards or otherwise) are collected and applied in accordance with
the applicable provisions of this Agreement and the Security Documents.


Section 5.12.        Controlled
Accounts.


(a)           Intentionally Deleted.


(b)           Each
Borrower shall, and shall cause each Restricted Subsidiary to, maintain all
domestic deposit and disbursement bank accounts and investment accounts with
the Administrative Agent, one of its affiliates or with other financial
institutions or securities intermediaries that (together with the applicable
Loan Party) have executed and delivered to the Administrative Agent Control
Account Agreements, in form and substance reasonably acceptable to the
Administrative Agent.



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Section 5.13.        Intentionally
Deleted.


Section 5.14.        Further
Assurances.  Each Borrower
will, and will cause each Restricted Subsidiary to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents), which may be
required under any applicable law, or which the Administrative Agent or the
Required Lenders may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect
the Liens created by the Security Documents or the validity or priority of any
such Lien, all at the expense of the Loan Parties.


Section 5.15.        Post-Closing
Requirements.  Each
Borrower shall and shall cause each Restricted Subsidiary to deliver to the
Administrative Agent:


(a)           no
later than 30 days after the Closing Date, the Date Down Endorsement; and


(b)           AAI
Corporation shall come into good standing in the state of Ohio within 60 days
or such later time as shall be agreed to by the Administrative Agent.


ARTICLE
VI


FINANCIAL
COVENANTS


Each Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation
remains unpaid or outstanding (other than indemnities and other similar
contingent obligations surviving the termination of this Agreement for which no
claim has been made and which are unknown and not calculable at the time of
termination and those Obligations relating to the Hedging Obligations):


Section 6.1.           Leverage
Ratio.  The Borrowers and
their Subsidiaries will maintain, as of the end of each Fiscal Quarter,
commencing with the Fiscal Quarter ending June 30, 2007, a Leverage  Ratio of not greater than 3.75:1.00.


Section 6.2.           Fixed
Charge Coverage Ratio. 
The Borrowers and their Subsidiaries will maintain, as of the end of
each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2007, a
Fixed Charge Coverage  Ratio of not
less than 1.35:1.00.


Section 6.3.           Intentionally
Deleted.


Section 6.4.           Intentionally
Deleted.


Section 6.5.           Intentionally
Deleted.



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ARTICLE
VII


NEGATIVE
COVENANTS


Each Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation
remains outstanding (other than indemnities and other similar contingent
obligations surviving the termination of this Agreement for which no claim has
been made and which are unknown and not calculable at the time of termination
and those Obligations relating to the Hedging Obligations):


Section 7.1.           Indebtedness
and Preferred Equity.


(a)           No Borrower will,
nor will any Borrower permit any Restricted Subsidiary to, create, incur,
assume or suffer to exist any Indebtedness (other than Indebtedness incurred by
a Borrower and owing to another Borrower or a Subsidiary Loan Party or
Indebtedness of any Subsidiary to a Borrower or to another Subsidiary Loan
Party of the Borrowers), if, after giving effect thereto, an Event of Default
would occur and be continuing.


(b)           No Borrower
will, nor will any Borrower permit any Restricted Subsidiary to, issue any
preferred stock or other preferred equity interests that (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii)
is or may become redeemable or repurchaseable by any Borrower or such
Restricted Subsidiary at the option of the holder thereof, in whole or in part
or (iii) is convertible or exchangeable at the option of the holder thereof for
Indebtedness or preferred stock or any other preferred equity interests
described in this paragraph, on or prior to, in the case of clause (i), (ii) or
(iii), the first anniversary of the Revolving Commitment Termination Date.


Section 7.2.           Negative
Pledge.  No Borrower will,
nor will any Borrower permit any Restricted Subsidiary to, create, incur,
assume or suffer to exist any Lien on any of its assets or property now owned
or hereafter acquired, if, after giving effect thereto, an Event of Default
would occur and be continuing, provided, however, no Borrower
will, nor will any Borrower permit any Restricted Subsidiary to, create, incur,
assume or suffer to exist any Lien on any of its assets or property now owned
or hereafter acquired, of the following types:


(a)           Liens
securing Hedging Obligations, unless such Liens secure all other Obligations on
a basis at least pari passu with Liens securing such Hedging Obligations and
subject to the priority of payments set forth in Section 2.20 and Section
8.2 of this Agreement;


(b)           Liens on the
Collateral or any Real Estate other than:


(i)             Liens securing the Obligations;


(ii)            Permitted Encumbrances;


(iii)           Liens on any property or asset of any Borrower or
any Restricted Subsidiary existing on the Closing Date set forth on Schedule
7.2; provided, that such Lien shall not apply to any other property
or asset of any Borrower or any such Restricted Subsidiary;


(iv)           purchase money Liens upon or in any
fixed or capital assets to secure the purchase price or the cost of
construction or improvement of such fixed or capital assets or to secure
Indebtedness incurred solely for the purpose of financing the acquisition,
construction or improvement of such fixed or capital assets (including Liens
securing  any Capital Lease
Obligations); provided, that (i) such Lien attaches to such asset
concurrently or within 90 days after the acquisition, improvement or completion
of the construction thereof; (ii) such Lien does not extend to any other asset;
and (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets;



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(v)            any Lien (i) existing on any asset of any Person
at the time such Person becomes a Subsidiary of a Borrower, (ii) existing on
any asset of any Person at the time such Person is merged with or into a
Borrower or any Subsidiary of a Borrower or (iii) existing on any asset prior
to the acquisition thereof by a Borrower or any Subsidiary of a Borrower; provided,
that any such Lien was not created in the contemplation of any of the foregoing
and any such Lien secures only those obligations which it secures on the date
that such Person becomes a Subsidiary or the date of such merger or the date of
such acquisition; and


(vi)           extensions, renewals, or replacements of any Lien referred
to in the foregoing clauses (i) through (iv); provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby.


Section 7.3.           Fundamental
Changes.


(a)           No
Borrower will, nor will any Borrower permit any Restricted Subsidiary to, merge
into or consolidate into any other Person, or permit any other Person to merge
into or consolidate with it, or sell, lease, transfer or otherwise dispose of
(in a single transaction or a series of transactions) all or substantially all
of its assets (in each case, whether now owned or hereafter acquired) or all or
substantially all of the stock of any of its Restricted Subsidiary (in each
case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing (i) a Borrower may merge with a Person if a Borrower is the
surviving Person, (ii) any Subsidiary Loan Party may merge into another
Subsidiary Loan Party, (iii) a Borrower and any Restricted Subsidiary may merge
with a Person if a Borrower or such Restricted Subsidiary is the surviving
Person (unless another Subsidiary Loan Party is the surviving Person), (iv) any
Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets to a Borrower or to a Subsidiary Loan Party and
(v) any Subsidiary (other than a Restricted Subsidiary) may liquidate or
dissolve if UIC determines in good faith that such liquidation or dissolution
is in the best interests of the Borrowers and is not materially disadvantageous
to the Lenders; provided, that any such merger involving a Person that
is not a wholly-owned Subsidiary immediately prior to such merger shall not be
permitted unless also permitted by Section 7.4.


(b)           No
Borrower will, nor will any Borrower permit any of its Subsidiaries to, engage
in any business other than businesses of the type presently conducted by UIC
and its Subsidiaries and such other businesses reasonably related thereto.



 65
 









Section 7.4.           Investments,
Loans, Etc.  No Borrower
will, nor will any Borrower permit any Restricted Subsidiary to, purchase, hold
or acquire (including pursuant to any merger with any Person that was not a
wholly-owned Subsidiary prior to such merger), any common stock, evidence of
indebtedness or other securities (including any option, warrant, or other right
to acquire any of the foregoing) of, engage in any Permitted Acquisition, make
any Permitted Other Investments, make or permit to exist any loans or advances
to, Guarantee any obligations of, or make or permit to exist any investment or
any other interest in, any other Person (all of the foregoing being
collectively called “Investments”), or purchase or otherwise acquire (in
one transaction or a series of transactions) any assets of any other Person
that constitute a business unit, or create or form any Subsidiary, if, after
giving effect thereto, an Event of Default would occur and be continuing,
except for:


(a)           Investments (other than Permitted
Investments) existing on the date hereof and set forth on Schedule 7.4
(including Investments in Subsidiaries);


(b)           Permitted Investments;


(c)           Guarantees constituting Indebtedness
permitted by Section 7.1; provided, that the aggregate principal amount
of Indebtedness of the Borrowers’ Subsidiaries that are not Subsidiary Loan
Parties that is Guaranteed by any Loan Party shall be subject to the limitation
set forth in clause (d) hereof;


(d)           Investments made by a Borrower in or
to any Subsidiary and by any Subsidiary to a Borrower or in or to another
Subsidiary of a Borrower; provided, that the aggregate amount of
Investments by Loan Parties in or to, and Guarantees by Loan Parties of
Indebtedness of any Subsidiary that is not a Subsidiary Loan Party (including
all such Investments and Guarantees existing on the Closing Date) shall not
exceed $1,000,000 at any time outstanding;


(e)           loans or advances to employees,
officers or directors of the Borrower or any Subsidiary of the Borrower in the
ordinary course of business for travel, relocation and related expenses; provided,
however, that the aggregate amount of all such loans and advances does
not exceed $500,000 at any time;


(f)            Hedging Transactions permitted by Section
7.10; and


(g)           other Investments which in the
aggregate do not exceed $1,000,000 in any Fiscal Year.


Notwithstanding
anything herein to the contrary, an acquisition by the Borrowers or any
of their Subsidiaries of a majority of the Capital Stock or other ownership
interests of another entity, or the assets of another entity or a division or
other business segment or unit thereof, whether through purchase, merger, or
other business combination or transaction shall require the consent of the
Required Lenders unless such transaction constitutes a Permitted Acquisition.


Section 7.5.           Restricted
Payments.  No Borrower will, nor will any
Borrower permit any Restricted Subsidiary to, declare or make, or agree to pay
or make, directly or indirectly, any dividend on any class of its stock, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, defeasance or other
acquisition of, any shares of common stock or Indebtedness subordinated to the
Obligations of the Borrowers or any Guarantee thereof or any options, warrants,
or other rights to purchase such common stock or such Indebtedness, whether now
or hereafter outstanding (each, a “Restricted Payment”), except for:



 66















 


(a)           dividends
payable by a Borrower solely in shares of any class of its common stock;


(b)           Restricted
Payments made by any Subsidiary of a Borrower to such Borrower or to another
Subsidiary, on at least a pro rata basis with any other shareholders if such
Subsidiary is not wholly owned by such Borrower and other wholly owned
Subsidiaries;


(c)           scheduled
quarterly dividends paid on the Capital Stock of UIC and interest on such
subordinated Indebtedness, so long as no Default or Event of Default has
occurred and is continuing or would result therefrom;


(d)           Intentionally
Deleted;


(e)           Permitted
Dividends; and


(f)            dividends
and distributions on, and redemptions and repurchases of, the Capital Stock of
AAI paid to UIC to fund, on a substantially simultaneous basis, Restricted
Payments permitted under clause (e) above and Permitted Other Investments.


Section 7.6.           Sale
of Assets.  No Borrower will, nor will any Borrower
permit any Restricted Subsidiary to, convey, sell, lease, assign, transfer or
otherwise dispose of, any of its assets, business or property, whether now
owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary’s common stock to any Person other than a
Borrower or a Subsidiary Loan Party (or to qualify directors if required by
applicable law), except:


(a)           the sale or other
disposition for fair market value of obsolete or worn out property or other
property not necessary for operations disposed of in the ordinary course of
business;


(b)           the
sale of inventory and Permitted Investments in the ordinary course of business;
and


(c)           as
may be permitted expressly by Section 7.3(a)(iv).


Section 7.7.           Transactions
with Affiliates.  No Borrower will, nor will any Borrower
permit any Restricted Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrowers or such Restricted
Subsidiary than could be obtained on an arm’s-length basis from unrelated third
parties, and (b) transactions between or among any Borrower and any
Subsidiary Loan Party not involving any other Affiliates.



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Section 7.8.           Restrictive
Agreements.  No Borrower will, nor will any Borrower
permit any Restricted Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreement that prohibits, restricts or imposes any
condition upon (a) the ability of any Borrower or any Restricted Subsidiary to
create, incur or permit any Lien upon any of its assets or properties, whether
now owned or hereafter acquired, or (b) the ability of any Restricted
Subsidiary of any Borrower to pay dividends or other distributions with respect
to its common stock, to make or repay loans or advances to any Borrower or any
other Restricted Subsidiary of a Borrower, to Guarantee Indebtedness of any
Borrower or any other Restricted Subsidiary of a Borrower or to transfer any of
its property or assets to any Borrower or any Restricted Subsidiary of a
Borrower; provided, that (i) the foregoing shall not apply to
restrictions or conditions imposed by law or by this Agreement or any other
Loan Document, (ii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Restricted Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Restricted Subsidiary that is sold and such sale
is permitted hereunder, (iii) clause (a) shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions and conditions apply only to
the property or assets securing such Indebtedness and (iv) clause (a) shall not
apply to customary provisions in leases restricting the assignment thereof.


Section 7.9.           Sale
and Leaseback Transactions.  No Borrower will, nor will any
Borrower permit any Restricted Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property (other
than the Goose Creek Facility), real or personal, used or useful in its
business, whether now owned or hereinafter acquired, and thereafter rent or
lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred.


Section 7.10.        Hedging
Transactions.  No Borrower will, nor will any Borrower
permit any Restricted Subsidiary to, enter into any Hedging Transaction, other
than Hedging Transactions entered into in the ordinary course of business to
hedge or mitigate risks to which any Borrower or any Subsidiary of a Borrower
is exposed in the conduct of its business or the management of its
liabilities.  Solely for the avoidance of
doubt, each Borrower acknowledges that a Hedging Transaction entered into for
speculative purposes or of a speculative nature (which shall be deemed to
include any Hedging Transaction under which any Borrower or any Restricted
Subsidiary is or may become obliged to make any payment (i) in connection with
the purchase by any third party of any common stock or any Indebtedness or
(ii) as a result of changes in the market value of any common stock or any
Indebtedness) is not a Hedging Transaction entered into in the ordinary course
of business to hedge or mitigate risks. 
Notwithstanding anything to the contrary contained herein, no Borrower
will, nor will any Borrower permit any Restricted Subsidiary to, enter into any
Hedging Transaction, other than Hedging Transactions entered into with a
Lender.


Section 7.11.        Amendment
to Material Documents. No Borrower will, nor will any Borrower permit any Restricted
Subsidiary to, amend, modify or waive any of its rights in a manner materially
adverse to the Lenders under (a) its certificate of incorporation, bylaws or
other organizational documents and (b) the Convertible Notes or the Convertible Notes Indenture.  Notwithstanding the other provisions
of this Section, UIC shall be permitted to change its name, as
registered with the Secretary of State offices of the State of
Delaware and the State of Maryland, to AAI Technologies, Inc., or a
similar name at the discretion of UIC; provided that the Administrative
Borrower shall give the Administrative Agent contemporaneous notice of such
change and shall deliver the certified evidence of such name change upon UIC’s
receipt from the State of Delaware and the State of Maryland, and
UIC hereby authorizes the Administrative Agent to file such UCC financing
statements, financing statement amendments or terminations or other filings as
are deemed necessary by the Administrative Agent.



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Section 7.12.        Intentionally
Deleted.


Section 7.13.        Accounting
Changes.  No Borrower will, nor will any Borrower
permit any Restricted Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of any Borrower or of any of its Subsidiaries, except to change the
fiscal year of a Subsidiary to conform its fiscal year to that of UIC.


Section 7.14.        Intentionally
Deleted.


Section 7.15.        Intentionally
Deleted.


ARTICLE
VIII


EVENTS OF
DEFAULT


Section 8.1.           Events
of Default.  If any of the following events (each an “Event
of Default”) shall occur:


(a)           a Borrower shall
fail to pay any principal of any Loan or of any reimbursement obligation in
respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment or
otherwise; or


(b)           a Borrower shall
fail to pay any interest on any Loan or any fee or any other amount (other than
an amount payable under clause (a) of this Section 8.1) payable under
this Agreement or any other Loan Document, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of ten
(10) Business Days; or


(c)           any representation
or warranty made or deemed made by or on behalf of any Borrower or any of its
Subsidiaries in or in connection with this Agreement or any other Loan Document
(including the Schedules attached thereto) and any amendments or modifications
hereof or waivers hereunder, or in any certificate, report, financial statement
or other document submitted to the Administrative Agent or the Lenders by any
Loan Party or any representative of any Loan Party pursuant to or in connection
with this Agreement or any other Loan Document shall prove to be incorrect in
any material respect  when made or
deemed made or submitted; or


(d)           any Borrower shall
fail to observe or perform any covenant or obligation contained in Section
5.3 (with respect to such Borrower’s existence) or Articles VI or VII;
or


(e)           any Loan Party shall fail to observe or perform any
covenant or agreement contained in Sections 5.1, 5.2, or 5.3
(other than with respect to such Borrower’s existence), and such failure shall
remain unremedied for ten (10) Business Days after the earlier of (i) any
officer of any Borrower becomes aware of such failure, or (ii) notice thereof
shall have been given to Administrative Borrower by the Administrative Agent or
any Lender; or



 69
 









(f)            any Loan Party
shall fail to observe or perform any covenant or agreement contained in this
Agreement (other than those referred to in clauses (a), (b), (d) and (e) above)
or any other Loan Document, and such failure shall remain unremedied for
30 days after the earlier of (i) any officer of any Borrower becomes
aware of such failure, or (ii) notice thereof shall have been given to the
Administrative Borrower by the Administrative Agent or any Lender; or


(g)           any Borrower or any
of its Subsidiaries (whether as primary obligor or as guarantor or other
surety) shall fail to pay any principal of, or premium or interest on, any
Material Indebtedness that is outstanding, when and as the same shall become
due and payable (whether at scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
evidencing or governing such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, and the effect of such failure,
event or condition under such Indebtedness is to accelerate, or permit the
acceleration of, the maturity of such Indebtedness; or any such Indebtedness
shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or defeased, or any offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated
maturity thereof; or


(h)           any Loan Party or
any other Material Subsidiary of a Borrower shall (i) commence a voluntary
case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section 8.1,
(iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for such Loan Party or any other
Material Subsidiary of UIC or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of creditors,
or (vi) take any action for the purpose of effecting any of the foregoing; or


(i)            an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of any Loan Party or
any other Material Subsidiary of UIC or its debts, or any substantial part of
its assets, under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or (ii) the appointment of a custodian,
trustee, receiver, liquidator or other similar official for any Borrower or any
of its Subsidiaries or for a substantial part of its assets, and in any such
case, such proceeding or petition shall remain undismissed for a period of 60
days or an order or decree approving or ordering any of the foregoing shall be
entered; or



 70
 









(j)            any Loan Party or
any other Material Subsidiary of a Borrower shall become unable to pay, shall
admit in writing its inability to pay, or shall fail to pay, its debts as they
become due; or


(k)           an ERISA Event shall
have occurred that, in the good faith opinion of the Required Lenders, when
taken together with other ERISA Events that have occurred, would reasonably be
expected to result in liability to any Borrower or any of its Subsidiaries
having a Material Adverse Effect; or


(l)            judgments or orders
for the payment of money greater than $1,000,000 in the aggregate excess of
applicable insurance where the insurer has acknowledged coverage and is
financially sound, and after giving effect to any other final judgment or order
in effect reducing or offsetting as a matter of law the amount that may be
collected under such final judgment(s) or order(s),  and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order and not be subject to a
stay or (ii) there shall be a period of 60 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or


(m)          any non-monetary judgment or order shall be rendered against any Borrower or any of its
Subsidiaries that would reasonably be expected to have a Material Adverse
Effect, and there shall be a period of 60 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or


(n)           a Change in Control
shall occur or exist;


(o)           any provision of any
Guaranty Agreement shall for any reason cease to be valid and binding on, or
enforceable against, any Guarantor, or any Guarantor shall so state in writing,
or any Guarantor shall seek to terminate its Guaranty Agreement;


(p)           any
Lien purported to be created under any Security Document shall fail or cease to
be, or shall be asserted by any Loan Party not to be, a valid and perfected
Lien on any Collateral, with the priority required by the applicable Security
Documents, except as a result of (i) the Administrative Agent’s failure to take
any action reasonably requested by the Administrative Borrower in order to maintain
a valid and perfected Lien on any Collateral or (ii) any action taken by the
Administrative Agent to release any Lien on any Collateral; or


(q)           any
“Event of Default” shall have occurred and be continuing under any other Loan
Document; or


(r)            intentionally
deleted;


then, and in every such event (other than an event with respect to any
Borrower described in clause (h) or (i) of this Section 8.1) and at any
time thereafter during the continuance of such event, the Administrative Agent
may, and upon the written request of the Required Lenders shall, by notice to
the Administrative Borrower, take any or all of the following actions, at the
same or different times: (i) terminate the Commitments, whereupon the
Commitment of each Lender shall terminate immediately, (ii) declare the
principal of and any accrued interest on the Loans, and all other Obligations
owing hereunder, to be, whereupon the same shall become, due and payable
immediately, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by each Borrower, (iii) exercise all remedies
contained in any other Loan Document, and (iv) exercise any other remedies
available at law or in equity; and that, if an Event of Default specified in
either clause (h) or (i) shall occur, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with
accrued interest thereon, and all fees, and all other Obligations shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Borrower.



 71
 









 


Section 8.2.           Application
of Proceeds from Collateral.  All proceeds from each
sale of, or other realization upon, all or any part of the Collateral by the
Administrative Agent or any of the Lenders after an Event of Default arises
shall be applied as follows:


(a)           first,
to the reimbursable expenses of the Administrative Agent incurred in connection
with such sale or other realization upon the Collateral, until the same shall
have been paid in full;


(b)           second,
to the fees and other reimbursable expenses of the Administrative Agent,
Swingline Lender and the Issuing Bank then due and payable pursuant to any of
the Loan Documents, until the same shall have been paid in full;


(c)           third,
to all reimbursable expenses, if any, of the Lenders then due and payable
pursuant to any of the Loan Documents, until the same shall have been paid in
full;


(d)           fourth,
to the fees due and payable under Section 2.13(b) and (c) of this
Agreement and interest then due and payable under the terms of this Agreement,
until the same shall have been paid in full;


(e)           fifth,
to the aggregate outstanding principal amount of the Revolving Loans, the LC
Exposure and, to the extent secured by Liens, the Net Mark-to-Market Exposure
of the Borrowers and their Subsidiaries, until the same shall have been paid in
full, allocated pro rata among the Lenders and any Affiliates of Lenders that
hold Net Mark-to-Market Exposure based on their respective pro rata shares of
the aggregate amount of such Revolving Loans, LC Exposure and Net
Mark-to-Market Exposure;


(f)            sixth,
to additional cash collateral for the aggregate amount of all outstanding
Letters of Credit until the aggregate amount of all cash collateral held by the
Administrative Agent pursuant to this Agreement is equal to 105% of the LC
Exposure after giving effect to the foregoing clause fifth;


(g)           seventh,
to the obligations of the Borrowers under corporate card agreements,
arrangements or programs (including, without limitation, purchasing and travel
and entertainment card agreements, arrangements or programs) maintained with
any Lender, to the extent then due and payable; and



 72
 









(h)           to
the extent any proceeds remain, to the Borrowers.


All amounts
allocated pursuant to the foregoing clauses second through sixth
to the Lenders as a result of amounts owed to the Lenders under the Loan
Documents shall be allocated among, and distributed to, the Lenders pro rata
based on their respective Pro Rata Shares; provided,  however,
that all amounts allocated to that portion of the LC Exposure comprised of the
aggregate undrawn amount of all outstanding Letters of Credit pursuant to
clause fifth and sixth shall be distributed to the Administrative
Agent, rather than to the Lenders, and held by the Administrative Agent in an
account in the name of the Administrative Agent for the benefit of the Issuing
Bank and the Lenders as cash collateral for the LC Exposure, such account to be
administered in accordance with Section 2.21(g).


ARTICLE
IX


THE
ADMINISTRATIVE AGENT


Section 9.1.           Appointment
of Administrative Agent.


(a)           Each Lender
irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes
it to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent under this Agreement and the other Loan
Documents, together with all such actions and powers that are reasonably
incidental thereto.  The Administrative
Agent may perform any of its duties hereunder or under the other Loan Documents
by or through any one or more sub-agents or attorneys-in-fact appointed by the
Administrative Agent.  The Administrative
Agent and any such sub-agent or attorney-in-fact may perform any and all of its
duties and exercise its rights and powers through their respective Related
Parties.  The exculpatory provisions set
forth in this Article shall apply to any such sub-agent or attorney-in-fact and
the Related Parties of the Administrative Agent, any such sub-agent and any
such attorney-in-fact 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.


(b)           The Issuing Bank
shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith until such time and except for so
long as the Administrative Agent may agree at the request of the Required
Lenders to act for the Issuing Bank with respect thereto; provided, that the
Issuing Bank shall have all the benefits and immunities (i) provided to the
Administrative Agent in this Article with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the
term “Administrative Agent” as used in this Article included the Issuing Bank
with respect to such acts or omissions and (ii) as additionally provided in
this Agreement with respect to the Issuing Bank.


Section 9.2.           Nature
of Duties of Administrative Agent.  The Administrative Agent shall
not have any duties or obligations except those expressly set forth in this
Agreement and the other Loan Documents. 
Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default or an Event of Default has occurred and is continuing, (b)
the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary 



 73
 









powers,
except those discretionary rights and powers expressly contemplated by the Loan
Documents that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 10.2),
and (c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to any Borrower or any of its
Subsidiaries that is communicated to or obtained by 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, its sub-agents or attorneys-in-fact with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 10.2)
or in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any sub-agents or
attorneys-in-fact selected by it with reasonable care.  The Administrative Agent agrees to make
commercially reasonable efforts to deliver to the Lenders all notices delivered
to the Administrative Agent.  The
Administrative Agent shall not be deemed to have knowledge of any Default or Event
of Default unless and until written notice thereof (which notice shall include
an express reference to such event being a “Default” or “Event of Default”
hereunder) is given to the Administrative Agent by the Administrative Borrower
or any Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements, or other terms and conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article III
or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.  The Administrative Agent may consult with
legal counsel (including counsel for the Borrowers) concerning all matters
pertaining to such duties.


Section 9.3.           Lack
of Reliance on the Administrative Agent.  Each
of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each of the Lenders, the
Swingline Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking of any
action under or based on this Agreement, any related agreement or any document
furnished hereunder or thereunder.


Section 9.4.           Certain
Rights of the Administrative Agent.  If the Administrative Agent
shall request instructions from the Required Lenders with respect to any action
or actions (including the failure to act) in connection with this Agreement,
the Administrative Agent shall be entitled to refrain from such act or taking
such act, unless and until it shall have received instructions from such
Lenders; and the Administrative Agent shall not incur liability to any Person
by reason of so refraining.  Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.



 74
 









Section 9.5.           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 believed by it to be genuine and to have been signed, sent or
made by the proper Person.  The
Administrative Agent may also rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person and shall not incur
any liability for relying thereon.  The
Administrative Agent may consult with legal counsel (including counsel for the
Borrowers), independent public 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 such counsel, accountants or experts.


Section 9.6.           The
Administrative Agent in its Individual Capacity.  The
bank serving as the Administrative Agent shall have the same rights and powers
under this Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from exercising the same as though
it were not the Administrative Agent; and the terms “Lenders,” “Required
Lenders,” “holders of Notes,” or any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual
capacity.  The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrowers or any
Subsidiary or Affiliate of the Borrowers as if it were not the Administrative
Agent hereunder.


Section 9.7.           Successor
Administrative Agent.


(a)           The Administrative
Agent may resign at any time by giving notice thereof to the Lenders and the
Administrative Borrower.  Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent, subject to the approval by the Administrative Borrower provided
that no Event of Default shall exist at such time.  If no successor Administrative Agent shall
have been so appointed, and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent, which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof or a bank which maintains an office in the United
States, having a combined capital and surplus of at least $500,000,000.


(b)           Upon the acceptance
of its appointment as the Administrative Agent hereunder by a successor, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents.  If within 45 days after
written notice is given of the retiring Administrative Agent’s resignation
under this Section 9.7 no successor Administrative Agent shall have been
appointed and shall have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent’s resignation shall become effective, (ii) the
retiring Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the 



 75
 









Required
Lenders appoint a successor Administrative Agent as provided above.  After any retiring Administrative Agent’s
resignation hereunder, the provisions of this Article shall continue in effect
for the benefit of such retiring Administrative Agent and its representatives
and agents in respect of any actions taken or not taken by any of them while it
was serving as the Administrative Agent.


Section 9.8.           Authorization
to Execute other Loan Documents.  Each Lender hereby authorizes the
Administrative Agent to execute on behalf of all Lenders all Loan Documents
other than this Agreement.


Section 9.9.           Documentation
Agent; Syndication Agent.   
Each Lender hereby designates KeyBank National Association and PNC Bank,
National Association as Co-Documentation Agents and each Lender and each Loan
Party agrees that the Co-Documentation Agents shall have no duties or
obligations under any Loan Documents to any Lender or any Loan Party.  Each Lender hereby designates Citibank, N.A.,
and JPMorgan Chase Bank, N.A., as Co-Syndication Agents and each Lender and
each Loan Party agrees that the Co-Syndication Agents shall have no duties or
obligations under any Loan Documents to any Lender or any Loan Party.  Anything herein to the contrary
notwithstanding, none of the Bookrunners, Book Managers or Arrangers 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 Issuing Bank hereunder.


ARTICLE X


MISCELLANEOUS


Section 10.1.        Notices.


(a)           Except in the case
of notices and other communications expressly permitted to be given by
telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:


	
  

  	
  To the Administrative

  	
   

  	
   

  
	
   

  	
  Borrower:

  	
   

  	
  United Industrial Corporation

  
	
   

  	
   

  	
   

  	
  124 Industry
  Lane

  
	
   

  	
   

  	
   

  	
  Hunt Valley, MD
  21030-0126

  
	
   

  	
   

  	
   

  	
  Attention: James
  H. Perry

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (410) 683-6498

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  Proskauer Rose, LLP

  
	
   

  	
   

  	
   

  	
  1585 Broadway

  
	
   

  	
   

  	
   

  	
  New York, NY
  10036-8299

  
	
   

  	
   

  	
   

  	
  Attention: Jack
  Jackson

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (212) 969-2900

  




 76
 









 


	
  

  	
  To the
  Administrative Agent

  	
   

  	
   

  
	
   

  	
  or Swingline
  Lender:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
   

  	
  120 E. Baltimore
  Street,

  
	
   

  	
   

  	
   

  	
  25th Floor

  
	
   

  	
   

  	
   

  	
  Baltimore,
  Maryland 21202

  
	
   

  	
   

  	
   

  	
  Attention: John
  Hehir

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (410) 986-1927

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
   

  	
  Agency Services

  
	
   

  	
   

  	
   

  	
  303 Peachtree
  Street, N. E./ 25th Floor

  
	
   

  	
   

  	
   

  	
  Atlanta, Georgia
  30308

  
	
   

  	
   

  	
   

  	
  Attention: Ms.
  Doris Folsum

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (404) 658-4906

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Hunton &
  Williams LLP

  
	
   

  	
   

  	
   

  	
  1751 Pinnacle
  Drive, Suite 1700

  
	
   

  	
   

  	
   

  	
  McLean, Virginia
  22102

  
	
   

  	
   

  	
   

  	
  Attention: Kevin
  F. Hull

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (703) 714-7410

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Issuing
  Bank:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
   

  	
  25 Park Place,
  N. E./Mail Code 3706

  
	
   

  	
   

  	
   

  	
  Atlanta, Georgia
  30303

  
	
   

  	
   

  	
   

  	
  Attention: John
  Conley

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (404) 588-8129

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Swingline
  Lender:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
   

  	
  Agency Services

  
	
   

  	
   

  	
   

  	
  303 Peachtree
  Street, N.E./25th Floor

  
	
   

  	
   

  	
   

  	
  Atlanta, Georgia
  30308

  
	
   

  	
   

  	
   

  	
  Attention: Ms.
  Doris Folsum

  
	
   

  	
   

  	
   

  	
  Telecopy Number:
  (404) 658-4906

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To any other
  Lender:

  	
   

  	
  the address set forth in the Administrative 

  Questionnaire or the Assignment and Acceptance 

  Agreement executed by such Lender

  



 



 77















 


Any party hereto may change
its address or telecopy number for notices and other communications hereunder
by notice to the other parties hereto. 
All such notices and other communications shall, when transmitted by overnight
delivery, or faxed, be effective when delivered for overnight (next-day)
delivery, or transmitted in legible form by facsimile machine, respectively, or
if mailed, upon the third Business Day after the date deposited into the mail
or if delivered, upon delivery; provided, that notices delivered to the
Administrative Agent, the Issuing Bank or the Swingline Bank shall not be
effective until actually received by such Person at its address specified in
this Section 10.1.


(b)           Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrowers.  The Administrative Agent and the Lenders
shall be entitled to rely on the authority of any Person purporting to be a
Person authorized by the Borrowers to give such notice and the Administrative
Agent and Lenders shall not have any liability to the Borrowers or other Person
on account of any action taken or not taken by the Administrative Agent or the
Lenders in reliance upon such telephonic or facsimile notice.  The joint and several obligations of the
Borrowers to repay the Loans and all other Obligations hereunder shall not be
affected in any way or to any extent by any failure of the Administrative Agent
and the Lenders to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Administrative Agent and the Lenders of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Lenders to be contained in any such telephonic or
facsimile notice.


Section
10.2.        Waiver; Amendments.


(a)           No failure or delay by the Administrative Agent,
the Issuing Bank or any Lender in exercising any right or power hereunder or
any other Loan Document, and no course of dealing between the Borrowers and the
Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power hereunder
or thereunder.  The rights and remedies
of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies provided by law.  No
waiver of any provision of this Agreement or any other Loan Document or consent
to any departure by any Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 10.2,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
Without limiting the generality of the foregoing, the making of a Loan
or the issuance of a Letter of Credit shall not be construed as a waiver of any
Default or Event of Default, regardless of whether the Administrative Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
or Event of Default at the time.


(b)           No amendment or waiver of any provision of this
Agreement or the other Loan Documents, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Borrowers and the Required Lenders or the Borrowers
and the Administrative Agent with the consent of the Required Lenders and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, that no amendment or
waiver shall:  (i) increase 



 78
 









the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the date fixed for any payment of any
principal of, or interest on, any Loan or LC Disbursement or interest thereon
or any fees hereunder or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date for the termination or reduction of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.20(b) or (c) in a manner that would alter the
pro rata sharing of payments required thereby, without the written consent of
each Lender, (v) change any of the provisions of this Section 10.2 or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the consent of each Lender; (vi) release any guarantor
or limit the liability of any such guarantor under any guaranty agreement,
without the written consent of each Lender; (vii) release all or substantially
all collateral (if any) securing any of the Obligations, without the written
consent of each Lender; provided further, that no such agreement shall
amend, modify or otherwise affect the rights, duties or obligations of the
Administrative Agent, the Swingline Bank or the Issuing Bank without the prior
written consent of such Person. 
Notwithstanding anything contained herein to the contrary, this
Agreement may be amended and restated without the consent of any Lender (but
with the consent of the Borrowers and the Administrative Agent) if, upon giving
effect to such amendment and restatement, such Lender shall no longer be a
party to this Agreement (as so amended and restated), the Commitments of such
Lender shall have terminated (but such Lender shall continue to be entitled to
the benefits of Sections 2.17, 2.18, 2.19 and 10.3),
such Lender shall have no other commitment or other obligation hereunder and
shall have been paid in full all principal, interest and other amounts owing to
it or accrued for its account under this Agreement.


Section
10.3.        Expenses; Indemnification.


(a)           The Borrowers shall jointly and severally pay (i)
all reasonable, out-of-pocket costs and expenses of the Administrative Agent
and its Affiliates, including
the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and its Affiliates, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration
of the Loan Documents and any amendments, modifications or waivers thereof
(whether or not the transactions contemplated in this Agreement or any other
Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket costs and expenses (including, without
limitation, the reasonable fees, charges and disbursements of outside counsel
and the allocated cost of inside counsel) incurred by the Administrative Agent,
the Issuing Bank or any Lender in connection with the enforcement or protection
of its rights in connection with this Agreement, including its rights under
this Section 10.3, or in connection with the Loans made or any 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.  The Administrative
Agent shall update the Administrative Borrower with respect to the foregoing
counsel fees and expenses on a bi-weekly basis.



 79
 









(b)           The Borrowers shall jointly and severally indemnify
the Administrative Agent, each Lender and the Issuing Bank, 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 fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party, by any Borrower or any
Restricted Subsidiary arising out of, in connection with, or as a result of
(i) being a party to 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 or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or Release of Hazardous Materials on or from any property
owned or operated by any Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the actions of any 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 any
Borrower or any Restricted Subsidiary, 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 are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted (x) from the
gross negligence or willful misconduct of such Indemnitee, or (y) from a good
faith, bona fide claim brought by either Borrower or any Restricted Subsidiary
against an Indemnitee for material breach of such Indemnitee’s obligations
hereunder or under any other Loan Document.


(c)           The Borrowers shall jointly and severally pay, and hold
the Administrative Agent and each of the Lenders harmless from and against, any
and all present and future stamp, documentary, and other similar taxes with
respect to this Agreement and any other Loan Documents, any collateral
described therein, or any payments due thereunder, and save the Administrative
Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay or omission to pay such taxes.


(d)           To the extent that a Borrower fails to pay any amount
required to be paid to the Administrative Agent, the Issuing Bank or the
Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally
agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the
time that the unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided, that the unreimbursed expense or indemnified
payment, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Issuing Bank or
the Swingline Lender in its capacity as such.


(e)           To the extent
permitted by applicable law, no Borrower shall assert, and each Borrower hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or any Letter of Credit or the use of proceeds
thereof.



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(f)            All amounts due
under this Section 10.3 shall be payable promptly after written demand
therefor.


Section 10.4.        Successors
and Assigns.


(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that no Borrower may 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 assignee in accordance
with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of paragraph (g) 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 paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


(b)           Any Lender
may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:


(i)  Minimum Amounts.


(A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, no minimum amount need be assigned; and


(B) in any case not described in paragraph (b)(i)(A) of this Section,
the aggregate amount of the Commitment (which for this purpose includes Loans
and Revolving Credit Exposure outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of the
Loans and Revolving Credit Exposure of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Acceptance, as of the Trade Date)
shall not be less than $1,000,000, and increased by minimum increments of
$1,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Administrative Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed).



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(ii)  Proportionate Amounts.  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 Loans, Revolving Credit
Exposure or the Commitment assigned.


(iii)  Required Consents.  No consent shall be required for any
assignment except to the extent required by paragraph (b)(i)(B) of this Section
and, in addition:


(A) the consent of the Administrative Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (x) an Event of
Default  has occurred and is continuing at the
time of such assignment or (y) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund;


(B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments to a Person
that is not a Lender with a Commitment; and


(C) the consent of the Issuing Bank (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one
or more Letters of Credit (whether or not then outstanding), and the consent of
the Swingline Lender (such consent not to be unreasonably withheld or delayed)
shall be required for any assignment in respect of the Revolving Commitments.


(iv)  Assignment and
Acceptance.  The parties to each
assignment shall deliver to the Administrative Agent (A) a duly executed
Assignment and Acceptance, (B) a processing and recordation fee of $1,000, (C) an Administrative Questionnaire
unless the assignee is already a Lender and (D) the documents required under
this Section 10.4 if such assignee is a Foreign Lender.


(v)  No Assignment to
Borrowers.  No such assignment shall
be made to any Borrower or any of the Borrowers’ Affiliates or Subsidiaries.


(vi)  No Assignment to Natural
Persons.  No such assignment shall be
made to a natural person.


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to paragraph (c) of this
Section 10.4, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning 



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Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto)
but shall continue to be entitled to the benefits of Sections 2.17,
2.18, 2.19 and 10.3 with respect to facts and
circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (d) of this Section 10.4.


(c)           The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain at one of its offices in
Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans and Revolving Credit Exposure
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 Borrowers, 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 the Administrative
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


(d)           Any Lender may at any time, without the consent of,
or notice to, any Borrower, the Administrative Agent, the Swingline Bank or the
Issuing Bank sell participations to any Person (other than a natural person,
any Borrower or any of any 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 Commitment and/or the 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
Borrowers, the Administrative Agent, the Lenders, Issuing Bank and Swingline
Lender shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.


(e)           Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any  provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver with respect to the following to
the extent affecting such Participant: 
(i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
date fixed for any payment of any principal of, or interest on, any Loan or LC
Disbursement or interest thereon or any fees hereunder or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date for the
termination or reduction of any Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.20(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby, without
the written consent of each Lender, (v) change any of the provisions of this Section
10.4 or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders which are required to waive,
amend or modify any rights hereunder or make any determination or grant any
consent 



 83
 









hereunder, without the consent
of each Lender; (vi) release any guarantor or limit the liability of any such
guarantor under any guaranty agreement without the written consent of each Lender
except to the extent such release is expressly provided under the terms of the
Guaranty Agreement; or (vii) release all or substantially all collateral (if
any) securing any of the Obligations. 
Subject to paragraph (e) of this Section 10.4, each Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.17,
2.18, and 2.19 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section
10.4.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.7  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.19 as though it were a
Lender.


(f)            A Participant shall not be entitled to receive any
greater payment under Section 2.17 and Section 2.19 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 Administrative Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20  unless the Administrative Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section 2.19(e) as though it
were a Lender.


(g)           Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank; 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.


Section
10.5.        Governing Law;
Jurisdiction; Consent to Service of Process.


(a)           This Agreement and the other Loan Documents shall be construed in
accordance with and be governed by the law of the State of New York.


(b)           Each party to this Agreement hereby irrevocably and
unconditionally submits, for itself and its property, to the non-exclusive
jurisdiction of the United States District Court of the Southern District of
New York, and of any state court of the State of New York sitting in New York
county 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 the
transactions contemplated hereby or thereby, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York state court or, to the
extent permitted by applicable law, such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against any Borrower or its properties in the courts of any
jurisdiction.



 84
 









(c)           Each party to this Agreement irrevocably and
unconditionally waives any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding described in
paragraph (b) of this Section 10.5 and brought in any court referred to
in paragraph (b) of this Section 10.5. 
Each of the parties hereto 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)           Each party to this Agreement irrevocably consents to the
service of process in the manner provided for notices in Section 10.1.  Nothing in this Agreement or in any other
Loan Document will affect the right of any party hereto to serve process in any
other manner permitted by law.


Section
10.6.        WAIVER OF JURY TRIAL.  EACH
PARTY HERETO 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 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 PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


Section
10.7.        Right of Setoff.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender and the Issuing Bank shall
have the right, at any time or from time to time upon the occurrence and during
the continuance of an Event of Default, without prior notice to any Borrower,
any such notice being expressly waived by each Borrower to the extent permitted
by applicable law, to set off and apply against all deposits (general or
special, time or demand, provisional or final) of the Borrowers at any time
held or other obligations at any time owing by such Lender and the Issuing Bank
to or for the credit or the account of the Borrowers against any and all
Obligations held by such Lender or the Issuing Bank, as the case may be,
irrespective of whether such Lender or the Issuing Bank shall have made demand
hereunder and although such Obligations may be unmatured.  Each Lender and the Issuing Bank agree
promptly to notify the Administrative Agent and the Administrative Borrower
after any such set-off and any application made by such Lender and the Issuing
Bank, as the case may be; provided, that the failure to give such notice
shall not affect the validity of such set-off and application.


Section
10.8.        Counterparts; Integration.  This
Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  This Agreement amends,
restates and supersedes in its entirety the Existing Credit Agreement.  This
Agreement, the Fee Letter, the other Loan Documents, and any separate letter
agreement(s) relating to any fees payable to the Administrative Agent
constitute the entire agreement among the parties hereto and thereto regarding
the subject matters hereof and thereof and supersede all prior agreements and
understandings, oral or written, regarding such subject matters.



 85
 









Section
10.9.        Survival.  All
covenants, agreements, representations and warranties made by the Borrowers
herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of
this Agreement and the making of any Loans and issuance of any Letters of
Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, the Issuing Bank or
any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The provisions of Sections 2.17, 2.18,
2.19, and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.  All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the other Loan Documents, and
the making of the Loans and the issuance of the Letters of Credit.


Section
10.10.      Severability.  Any
provision of this Agreement or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


Section
10.11.      Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and each Lender agrees to take
customary and reasonable precautions to maintain the confidentiality of any
information designated in writing as confidential and provided to it by any
Borrower or any Subsidiary, except that such information may be disclosed (i)
to any Related Party of the Administrative Agent, the Issuing Bank or any such
Lender, including without limitation accountants, legal counsel and other
advisors solely for the purposes of performing their obligations under, or in
connection with, the Loan Documents (including the negotiation thereof and any
amendments thereto), (ii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iii) to the extent
requested by any regulatory agency or authority, provided, however, in the case
of clauses (ii) and (iii), the Administrative Borrower shall be given prompt
notice thereof and reasonable time to quash or otherwise limit any such legal
process or request, unless such subpoena, legal process or request prohibits
the disclosure thereof, (iv) to the extent that such information becomes
publicly available other than as a result of a breach of this Section 10.11,
or which becomes available to the Administrative Agent, the Issuing Bank, any
Lender or any Related Party of any of the foregoing on a non-confidential basis
from a source other than any Borrower, (v) in connection with the exercise of 



 86
 









any remedy hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(vi) subject to provisions substantially similar to this Section 10.11,
to any actual or prospective assignee or Participant, or (vii) with the consent
of the Administrative Borrower.  Any
Person required to maintain the confidentiality of any information as provided
for in this Section 10.11 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
its own confidential information.


Section
10.12.      Interest Rate Limitation. 
Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other
amounts which may be treated as interest on such Loan under applicable law
(collectively, the “Charges”), shall exceed the maximum lawful rate of
interest (the “Maximum Rate”) which may be contracted for, charged,
taken, received or reserved by a Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate.


Section
10.13.      Waiver of Effect of
Corporate Seal.  Each
Borrower represents and warrants that neither it nor any Restricted Subsidiary
is required to affix its corporate seal to this Agreement or any other Loan
Document pursuant to any requirement of law or regulation, agrees that this
Agreement is delivered by such Borrower under seal and waives any shortening of
the statute of limitations that may result from not affixing the corporate seal
to this Agreement or such other Loan Documents.


Section
10.14.      Patriot Act.   The Administrative Agent and each
Lender hereby notifies the Loan Parties that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Patriot Act”), it is required to obtain, verify and record
information that identifies each Loan Party, which information includes the
name and address of such Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify such Loan Party
in accordance with the Patriot Act.  Each
Loan Party shall, and shall cause each of its Subsidiaries to, provide to the
extent commercially reasonable, such information and take such other actions as
are reasonably requested by the Administrative Agent or any Lender in order to
assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot
Act.


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 87















 


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


	
  

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  AAI CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
  Title:  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED INDUSTRIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  



 


 


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RESTATED REVOLVING CREDIT AGREEMENT]


 













 


	
  

  	
  SUNTRUST BANK,

  
	
   

  	
  as Administrative Agent, as Issuing Bank, as
  Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John E. Hehir

  
	
   

  	
   

  	
  Name: John E. Hehir

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


 


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  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edward P. Nallen, JR

  
	
   

  	
   

  	
  Name: Edward P. Nallen, JR

  
	
   

  	
   

  	
  Title:  Vice President

  



 


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  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph Markey

  
	
   

  	
   

  	
  Name: Joseph Markey

  
	
   

  	
   

  	
  Title:  Director

  



 


 


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  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael J. Elehwany

  
	
   

  	
   

  	
  Name: Michael J. Elehwany

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


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  M&T BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Brian S. Walter

  
	
   

  	
   

  	
  Name: Brian S. Walter

  
	
   

  	
   

  	
  Title:  Administrative Vice President

  



 


 


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  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James E. Davis

  
	
   

  	
   

  	
  Name: James E. Davis

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


 


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  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jules Panno

  
	
   

  	
   

  	
  Name: Jules Panno

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


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  WACHOVIA BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Wes Manry

  
	
   

  	
   

  	
  Name: Wes Manry

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


 


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  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Rebecca A. Ford

  
	
   

  	
   

  	
  Name: Rebecca A. Ford

  
	
   

  	
   

  	
  Title:  Duly Authorized Signatory

  



 


[SIGNATURE PAGE TO AMENDED AND
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