exhibit4-1.htm


    
      URS
        CORPORATION

       

      CREDIT
        AGREEMENT

       

      This
        CREDIT AGREEMENT is dated as of November 15, 2007 and entered
        into by and among URS CORPORATION, a Delaware corporation
        (“Company”), THE FINANCIAL INSTITUTIONS PARTY HERETO
        FROM TIME TO TIME (each individually referred to herein as a
“Lender” and collectively as “Lenders”),
MORGAN STANLEY SENIOR
        FUNDING, INC. (“Morgan
        Stanley”), as a joint-lead arranger and syndication agent for Lenders
        (in such capacity, “Syndication Agent”), WELLS FARGO
        BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as a
        joint-lead arranger (collectively with Morgan Stanley, in such capacity,
        “Joint-LeadArrangers”) and administrative
        agent for Lenders (in such capacity, “Administrative Agent”),
        and Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc,
        as
        co-documentation agents for Lenders (in such capacity, “Co-Documentation
        Agents”).

       

      R
        E C I T A L S

       

      WHEREAS,
        at the Effective Time (capitalized terms used in these recitals without
        definition shall have the meanings assigned to such terms in Section 1),
        (i) Elk
        Merger Corporation, a Delaware corporation and a wholly-owned Subsidiary
        of
        Company (“First Merger Sub”), shall be
        merged with and into Washington Group International, Inc., a Delaware
        corporation (“WGII”), pursuant to the Merger Agreement, with
        WGII being the surviving corporation (the “First Merger”) and
        becoming a wholly-owned Subsidiary of Company, and (ii) immediately following
        the First Merger, Company shall cause WGII to merge with and into Bear Merger
        Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Company
        (“Second Merger Sub”), pursuant to the Merger
        Agreement, with Second Merger Sub being the surviving corporation (together
        with
        the First Merger, the “Merger”) and continuing its existence as
        a wholly-owned Subsidiary of Company;

       

      WHEREAS,
        Lenders, at the request of Company, have agreed to extend certain credit
        facilities to Company, the proceeds of which will be used (i) together with
        Cash
        and Capital Stock of Company, to fund the Acquisition Financing Requirements,
        and (ii) to provide financing for working capital and other general corporate
        purposes of Company and its Subsidiaries;

       

      WHEREAS,
        Company desires to secure all of the Obligations hereunder and under the
        other
        Loan Documents by granting to Administrative Agent, on behalf of Lenders,
        a
        First Priority Lien on substantially all of its real, personal and mixed
        property; and

       

      WHEREAS,
        Subsidiary Guarantors have agreed to guarantee the Obligations hereunder
        and
        under the other Loan Documents and to secure their guaranties by granting
        to
        Administrative Agent, on behalf of Lenders, a First Priority Lien on
        substantially all of their real, personal and mixed property;

       

      NOW,
        THEREFORE, in consideration of the premises and the agreements,
        provisions and covenants herein contained, Company, Lenders, Joint-Lead
        Arrangers, Syndication Agent, Co-Documentation Agents and Administrative
        Agent
        agree as follows:

       


      
        
          
          

        

        
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      Section
        1.  DEFINITIONS

       

      
        	
                1.1  

              	
                Certain
                  Defined Terms.

              


      

       

      The
        following terms used in this Agreement shall have the following
        meanings:

       

      “Acquisition”
        means the transactions contemplated by the Merger Agreement.

       

      “Acquisition
        Financing Requirements” means the aggregate of all amounts necessary
        (i) to finance the purchase price payable in connection with the
        Acquisition, (ii) to refinance all Indebtedness outstanding under the Existing
        Credit Agreements, and (iii) to pay Transaction Costs.

       

      “Additional
        Letter of Credit Facility” and“Additional Letter of Credit
        Facilities” have the meaning assigned to that term in subsection
        3.6.

       

      “Administrative
        Agent” has the meaning assigned to that term in the introduction to
        this Agreement and also means and includes any successor Administrative Agent
        appointed pursuant to subsection 9.5A.

       

      “Affected
        Lender” has the meaning assigned to that term in
        subsection 2.6C.

       

      “Affected
        Loans” has the meaning assigned to that term in subsection
        2.6C.

       

      “Affiliate”,
        as applied to any Person, means any other Person directly or indirectly
        controlling, controlled by, or under common control with, that
        Person.  For the purposes of this definition, “control” (including,
        with correlative meanings, the terms “controlling”, “controlled by” and “under
        common control with”), as applied to any Person, means the possession, directly
        or indirectly, of the power to direct or cause the direction of the management
        and policies of that Person, whether through the ownership of voting securities
        or by contract or otherwise.

       

      “Affiliated
        Funds” means Funds that are administered, advised or managed by
        (i) a single entity or (ii) entities that are Affiliates of each
        other.

       

      “Agents”
        means Administrative Agent, Syndication Agent, Co-Documentation Agents,
        Joint-Lead Arrangers, sub-agents appointed pursuant to subsection 9.1A,
        Supplemental Collateral Agents and Related Parties.

       

      “Aggregate
        Amounts Due” has the meaning assigned to that term in
        subsection 10.5.

       

      “Agreement”
        means this Credit Agreement dated as of November 15, 2007.

       

      “Approved
        Fund” means any Fund that is managed or advised by a Lender, an
        Affiliate of a Lender or a Person or an Affiliate of a Person that manages
        or
        advises a Lender.

       


      
        
          
          

        

        
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      “Asset
        Sale” means the sale by Company or any of its Subsidiaries to any
        Person other than Company or any of its wholly-owned Domestic Subsidiaries
        of
        (i) any of the Capital Stock of any of Company’s Subsidiaries (other than
        any Capital Stock sold to licensed professionals employed by such Subsidiary
        in
        order to comply with licensing laws or any Capital Stock sold to qualify
        directors if required by applicable law) or (ii) any other assets (whether
        tangible or intangible) of Company or any of its Subsidiaries (other than
        (a) inventory sold in the ordinary course of business, (b) Cash
        Equivalents, (c) sales, assignments, transfers or dispositions of accounts
        in the ordinary course of business for purposes of bad debt collection, (d)
        excess, surplus or obsolete property in the ordinary course of business,
        (e) any
        sale and leaseback of property entered into within 180 days of the acquisition
        of such property, and (f) any such other assets to the extent that the
        aggregate value of such assets sold in any single transaction or related
        series
        of transactions is equal to $10,000,000 or less).

       

      “Assignment
        Agreement” means an Assignment and Assumption Agreement in
        substantially the form of Exhibit XII annexed hereto.

       

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

       

      “Bankruptcy Code”
        means Title 11 of the United States Code entitled “Bankruptcy”, as now and
        hereafter in effect, or any successor statute.

       

      “Base
        Rate” means, as of any date of determination, the higher of (i) the
        Prime Rate or (ii) the rate which is 1⁄2 of 1% in excess of the Federal Funds
        Effective Rate.  Any change in the Base Rate due to a change in the
        Prime Rate or the Federal Funds Effective Rate shall be effective on the
        effective date of such change.

       

      “Base
        Rate Loans” means Loans bearing interest at rates determined by
        reference to the Base Rate as provided in subsection 2.2A.

       

      “Base
        Rate Margin” means the margin over the Base Rate used in determining
        the rate of interest of Base Rate Loans pursuant to subsection
        2.2A.

       

      “Business
        Day” means (i) for all purposes other than as covered by
        clause (ii) below, any day excluding Saturday, Sunday and any day which is
        a legal holiday under the laws of the State of California or New York or
        is a
        day on which banking institutions located in either such state are authorized
        or
        required by law or other governmental action to close, and (ii) with
        respect to all notices, determinations, fundings and payments in connection
        with
        the Eurodollar Rate or any Eurodollar Rate Loans, any day that is a Business
        Day
        described in clause (i) above and that is also a day for trading by and
        between banks in Dollar deposits in the London interbank market.

       


      
        
          
          

        

        
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      “Capital
        Lease”, as applied to any Person, means (i) any lease of any
        property (whether real, personal or mixed) by that Person as lessee that,
        in
        conformity with GAAP, is accounted for as a capital lease on the balance
        sheet
        of that Person and (ii) any secured note evidencing such Person’s
        obligation to pay all or any part of the purchase price of an asset;
provided that the Lien securing such note shall apply only to the asset
        so acquired and proceeds thereof.

       

      “Capital
        Stock” means the capital stock of or other equity interests in a
        Person.

       

      “Cash”
        means money, currency or a credit balance in a Deposit Account.

       

      “Cash
        Equivalents” means, as of any date of determination,
        (i) marketable securities (a) issued or directly and unconditionally
        guaranteed as to interest and principal by the United States Government or
        (b) issued by any agency of the United States the obligations of which are
        backed by the full faith and credit of the United States, in each case maturing
        within one year after such date; (ii) marketable direct obligations 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 one year
        after such date and having, at the time of the acquisition thereof, the highest
        rating obtainable from either S&P or Moody’s; (iii) commercial paper
        maturing no more than one year from the date of creation thereof and having,
        at
        the time of the acquisition thereof, a rating of at least A-1 from S&P or at
        least P-1 from Moody’s; (iv) certificates of deposit or bankers’
acceptances maturing within one year after such date and issued or accepted
        by
        any Lender or by any commercial bank organized under the laws of the United
        States, any state thereof, the District of Columbia or any foreign country
        recognized by the United States that (a) is at least “adequately
        capitalized” (as defined in the regulations of its primary Federal banking
        regulator), (b) has Tier 1 capital (as defined in such regulations) of
        not less than $100,000,000 (or the foreign currency equivalent thereof) and
        (c)
        has outstanding debt which is rated “A” (or such similar equivalent rating) or
        higher by at least one nationally recognized statistical rating organization
        (as
        defined in Rule 436 under the Securities Act); and (v) shares of any money
        market mutual fund that (a) has at least 95% of its assets invested
        continuously in the types of investments referred to in clauses (i)
        and (ii) above and (b) has net assets of not less than
        $500,000,000.

       

      “Certificate
        of Merger” means, collectively, (i) the Certificate of Merger dated as
        of November 15, 2007, merging First Merger Sub with and into WGII, with WGII
        as
        the surviving entity, and (ii) the Certificate of Merger dated as of November
        15, 2007, merging WGII with and into Second Merger Sub, with Second Merger
        Sub
        as the surviving entity, each in the form of an exhibit attached to the Merger
        Agreement as such certificates may be amended from time to time thereafter
        to
        the extent permitted pursuant to subsection 7.12.

       

      “Change
        in Control” means (i) any Person, either  individually or
        acting in concert with one or more other Persons, shall have acquired beneficial
        ownership, directly or indirectly, of Securities of Company (other than
        Securities convertible into such Securities) representing 40% or more of
        the
        combined voting power of all Securities of Company entitled to vote in the
        election of members of the Governing Body of Company, other than Securities
        having such power only by reason of the happening of a contingency; or
        (ii) the occurrence of a change in the composition of the Governing Body of
        Company such that a majority of the members of any such Governing Body are
        not
        Continuing Members.

       


      
        
          
          

        

        
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      “Change
        in Law” means the occurrence, after the date of this Agreement, of any
        of the following:  (i) the adoption or taking effect of any law, rule,
        regulation, treaty or order, (ii) any change in any law, rule regulation or
        treaty or in the administration, interpretation or application thereof by
        any
        Government Authority, (iii) any determination of a court or other
        Government Authority or (iv) the making or issuance of any request,
        guideline or directive (whether or not having the force of law) by any
        Government Authority.

       

      “Class”,
        as applied to Lenders, means each of the following four classes of
        Lenders:  (i) Lenders having Revolving Loan Exposure,
        (ii) Lenders having Tranche A Term Loan Exposure, (iii) Lenders having
        Tranche B Term Loan Exposure, and (iv) Lenders having Tranche C Term Loan
        Exposure.

       

      “Closing
        Date” means the date on which the initial Loans are made.

       

      “Co-Documentation
        Agents” has the meaning assigned to that term in the introduction to
        this Agreement.

       

      “Collateral”
        means, (i) during any Stock Pledge Period, all of the Pledged Collateral
        in
        which Liens are purported to be granted pursuant to the Collateral Documents
        as
        security for the Obligations and (ii) during any Collateral Pledge Period,
        collectively, all of the real, personal and mixed property, including Pledged
        Collateral, in which Liens are purported to be granted pursuant to the
        Collateral Documents as security for the Obligations.

       

      “Collateral
        Account” has the meaning assigned to that term in the Pledge
        Agreement.

       

      “Collateral
        Documents” means (i) during any Stock Pledge Period, the Pledge
        Agreement and all other instruments or documents delivered by any Loan Party
        pursuant to this Agreement or any of the other Loan Documents in order to
        grant
        to Administrative Agent, on behalf of Lenders, a Lien on the Capital Stock
        of
        each Subsidiary Guarantor as required thereunder and under this Agreement,
        and
        (ii) during any Collateral Pledge Period, the Pledge Agreement, the Foreign
        Pledge Agreements, the Security Agreement, the Mortgages and all other
        instruments or documents delivered by any Loan Party pursuant to this Agreement
        or any of the other Loan Documents in order to grant to Administrative Agent,
        on
        behalf of Lenders, a Lien on any real, personal or mixed property (including
        Capital Stock) of that Loan Party as required thereunder and under this
        Agreement.

       

      “Collateral
        Pledge Period” means any period during which the Company Debt Rating is
        Ba2 or lower from Moody’s or BB or lower from S&P.

       

      “Combined
        Pro Forma EBITDA” means the sum of (i) Consolidated EBITDA for Company
        and its Subsidiaries for the twelve-month period ended June 29, 2007 plus
        (ii) Consolidated EBITDA (calculated in accordance with the definition of
        “Consolidated EBITDA” but substituting WGII for Company) for WGII and its
        Subsidiaries for the twelve-month period ended June 29, 2007 plus (iii)
        $52,500,000 (representing the anticipated cost savings to be realized from
        the
        combination of the business of Company and WGII).

       


      
        
          
          

        

        
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      “Combined
        Pro Forma Total Debt” means, as at the Closing Date, Consolidated Total
        Debt of Company, WGII and their respective Subsidiaries after giving effect
        to
        the Transaction.

       

      “Commitments”
        means the commitments of Lenders to make Loans as set forth in
        subsections 2.1A and 3.3.

       

      “Communications”
        has the meaning assigned to that term in subsection 10.8.

       

      “Company”
        has the meaning assigned to that term in the introduction to this
        Agreement.

       

      “Company
        Debt Rating” means, as of any date of determination, Company’s
        corporate family rating or equivalent rating from Moody’s or Company’s corporate
        rating or equivalent rating from S&P, as the case may be.

       

      “Company
        Disclosure Letter” means the letter dated the Closing Date delivered to
        Administrative Agent by Company containing information with respect to Company
        and its Subsidiaries.

       

      “Compliance
        Certificate” means a certificate substantially in the form of
Exhibit X annexed hereto.

       

      “Consolidated
        Capital Expenditures” means, for any period, the sum of the aggregate
        of all expenditures (whether paid in cash or other consideration or accrued
        as a
        liability and including that portion of Capital Leases which is capitalized
        on
        the consolidated balance sheet of Company and its Subsidiaries) by Company
        and
        its Subsidiaries during that period that, in conformity with GAAP, are included
        in “additions to property, plant or equipment” or comparable items reflected in
        the consolidated statement of cash flows of Company and its
        Subsidiaries.  For purposes of this definition, the purchase price of
        equipment that is purchased simultaneously with the trade-in of existing
        equipment or with insurance proceeds shall be included in Consolidated Capital
        Expenditures only to the extent of the gross amount of such purchase price
        less
        the credit granted by the seller of such equipment for the equipment being
        traded in at such time or the amount of such proceeds, as the case may
        be.

       

      “Consolidated
        Cash Interest Expense” means, for any period, Consolidated Interest
        Expense for such period, excluding, however, any interest expense not payable
        in
        Cash (including amortization of discount and amortization of debt issuance
        costs).

       

      “Consolidated
        Current Assets” means, as of any date of determination, the sum of all
        inventory and accounts receivable of Company and its Subsidiaries determined
        on
        a consolidated basis in conformity with GAAP.

       

      “Consolidated
        Current Liabilities” means, as of any date of determination, all
        accounts payable of Company and its Subsidiaries determined on a consolidated
        basis in conformity with GAAP.

       


      
        
          
          

        

        
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      “Consolidated
        EBITDA” means, for any period, the sum, without duplication, of the
        amounts for such period of (i) Consolidated Net Income,
        (ii) Consolidated Interest Expense, (iii) provisions for taxes based
        on income, (iv) total depreciation expense, (v) total amortization
        expense, (vi) fees, costs and expenses incurred on or prior to the Closing
        Date
        in connection with this Agreement, (vii) for the period commencing with the
        first Fiscal Quarter ending after the consummation of the Transaction through
        the last Fiscal Quarter of Fiscal Year 2008, $52,500,000 (amortized evenly
        over
        each Fiscal Quarter beginning with the first Fiscal Quarter of Fiscal Year
        2008
        and ending with the last Fiscal Quarter of Fiscal Year 2008) in the aggregate
        anticipated cost savings to be realized from the combination of the business
        of
        Company and WGII, (viii) cash restructuring charges in an amount not to exceed
        (a) for Fiscal Year 2007, the lesser of (1) the actual cash restructuring
        charges directly related to the Acquisition and (2) $35,000,000 and (b) for
        Fiscal Year 2008, the lesser of (1) the actual cash restructuring charges
        directly related to the Acquisition and (2) $33,000,000, (ix) non-cash
        restructuring charges incurred by Company and WGII in connection with the
        Transaction, all as approved by Joint-Lead Arrangers, and (x) other non-cash
        items (other than any such non-cash item to the extent it represents an accrual
        of or reserve for cash expenditures in any future period), but only, in the
        case
        of clauses (ii)-(x), to the extent deducted in the calculation of
        Consolidated Net Income, less other non-cash items added in the
        calculation of Consolidated Net Income (other than any such non-cash item
        to the
        extent it will result in the receipt of cash payments in any future period),
        all
        of the foregoing as determined on a consolidated basis for Company and its
        Subsidiaries in conformity with GAAP; provided, however, that all
        components of Consolidated EBITDA for such period shall include or exclude,
        as
        the case may be, without duplication, such components of Consolidated EBITDA
        attributable to any Permitted Acquisition consummated during such period,
        the
        Acquisition if consummated during such period or any business or assets that
        have been disposed of by Company or any of its Subsidiaries after the first
        day
        of such period and prior to the end of such period, in each case as determined
        on a pro forma basis, in accordance with Regulation S-X promulgated by the
        Securities and Exchange Commission, or as may be agreed upon by Company and
        Administrative Agent; and providedfurther, that (a) Consolidated
        EBITDA for the four Fiscal Quarter period ending December 28, 2007 shall
        be
        deemed to be $549,000,000, and (b) Consolidated EBITDA for any four Fiscal
        Quarter period ending after such date shall be the sum of Consolidated EBITDA
        for Company and its Subsidiaries and Consolidated EBITDA for WGII and its
        Subsidiaries (calculated in accordance with this definition as though WGII
        and
        its Subsidiaries were “Company and its Subsidiaries” and without duplication of
        any components of Consolidated EBITDA) for such period.

       


      
        
          
          

        

        
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      “Consolidated
        Excess Cash Flow” means, for any period, an amount (if positive) equal
        to (i) the sum, without duplication, of the amounts for such period of
        (a) Consolidated EBITDA and (b) the Consolidated Working Capital
        Adjustment minus (ii) the sum, without duplication, of the amounts
        for such period of (a) voluntary, scheduled and mandatory repayments of the
        Obligations (but only to the extent the funds applied for such purpose are
        included in the calculations of Consolidated EBITDA, and, in any case, excluding
        repayments of Revolving Loans except to the extent the Revolving Loan Commitment
        Amount is permanently reduced in connection with such repayments), (b) voluntary
        repayments of Capital Leases, (c) scheduled repayments of Consolidated Total
        Debt, (d) Consolidated Capital Expenditures (net of any proceeds of any
        related financings with respect to such expenditures), (e) Consolidated
        Cash Interest Expense, (f) current taxes based on income of Company and its
        Subsidiaries and payable in cash with respect to such period, and (g) cash
        restructuring charges added in the calculation of Consolidated EBITDA pursuant
        to clause (viii) of the definition thereof and paid in cash during such
        period.

       

      “Consolidated
        Interest Expense” means, for any period, total interest expense
        (including that portion attributable to Capital Leases in accordance with
        GAAP
        and capitalized interest) of Company and its Subsidiaries on a consolidated
        basis with respect to all outstanding Indebtedness of Company and its
        Subsidiaries, including all commissions, discounts and other fees and charges
        owed with respect to letters of credit and bankers’ acceptance financing, net
        costs under Interest Rate Agreements and amounts referred to in
        subsection 2.3 payable to Administrative Agent and Lenders that are
        considered interest expense in accordance with GAAP, but excluding, however,
        any
        such amounts referred to in subsection 2.3 payable on or before the Closing
        Date.

       

      “Consolidated
        Leverage Ratio” means, as of any date of determination, the ratio of
        (i) Consolidated Total Debt as at such date to (ii) Consolidated
        EBITDA for the consecutive four Fiscal Quarters ending on such
        date.

       

      “Consolidated
        Net Income” means, for any period, the net income (or loss) of Company,
        its Subsidiaries and Joint Ventures, on a consolidated basis determined in
        conformity with GAAP; provided that there shall be excluded (i) the
        income (or loss) of any Subsidiary or Joint Venture (other than the MIBRAG
        Joint
        Ventures) having directly or indirectly, created, incurred, assumed or otherwise
        becoming or remaining directly or indirectly liable with respect to any
        Non-Recourse Indebtedness to the extent such is not actually paid as dividends
        or distributions, whether directly or indirectly, to any Loan Party, and
        (ii) (to the extent not included in clause (i) above) any net
        extraordinary gains or net non-cash extraordinary losses.

       

      “Consolidated
        Tangible Assets” means, as of any date of determination, the total
        amount of current assets plus net property, plant and equipment of
        Company and its Subsidiaries, determined on a consolidated basis in accordance
        with GAAP.

       

      “Consolidated
        Total Debt” means, as of any date of determination, the aggregate
        stated balance sheet amount of all Indebtedness of Company and its Subsidiaries
        (including that portion of Capital Leases classified as a liability on a
        balance
        sheet), determined on a consolidated basis in accordance with GAAP.

       


      
        
          
          

        

        
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      “Consolidated
        Working Capital” means, as of any date of determination, the excess (or
        deficit) of Consolidated Current Assets over Consolidated Current
        Liabilities.

       

      “Consolidated
        Working Capital Adjustment” means, for any period on a consolidated
        basis, the amount (which may be a negative number) by which Consolidated
        Working
        Capital as of the beginning of such period exceeds (or is less than)
        Consolidated Working Capital as of the end of such period.

       

      “Contingent
        Obligation”, as applied to any Person, means any direct or indirect
        liability, contingent or otherwise, of that Person (i) with respect to any
        Indebtedness, lease, dividend or other obligation of another if the primary
        purpose or intent thereof by the Person incurring the Contingent Obligation
        is
        to provide assurance to the obligee of such obligation of another that such
        obligation of another will be paid or discharged, or that any agreements
        relating thereto will be complied with, or that the holders of such obligation
        will be protected (in whole or in part) against loss in respect thereof,
        (ii) with respect to any letter of credit issued for the account of that
        Person or as to which that Person is otherwise liable for reimbursement of
        drawings, or (iii) under Hedge Agreements.  Contingent
        Obligations shall include (a) the direct or indirect guaranty, endorsement
        (otherwise than for collection or deposit in the ordinary course of business),
        co-making, discounting with recourse or sale with recourse by such Person
        of the
        obligation of another, (b) the obligation to make take-or-pay or similar
        payments if required regardless of non-performance by any other party or
        parties
        to an agreement, and (c) any liability of such Person for the obligation of
        another through any agreement (contingent or otherwise) (1) to purchase,
        repurchase or otherwise acquire such obligation or any security therefor,
        or to
        provide funds for the payment or discharge of such obligation (whether in
        the
        form of loans, advances, stock purchases, capital contributions or otherwise)
        or
        (2) to maintain the solvency or any balance sheet item, level of income or
        financial condition of another if, in the case of any agreement described
        under
        subclauses (1) or (2) of this sentence, the primary purpose or intent
        thereof is as described in the preceding sentence.  The amount of any
        Contingent Obligation in the form of a letter of credit or a guaranty of
        a
        specified amount shall be equal to the face amount of the letter of credit
        or
        the amount of the obligation so guaranteed or otherwise supported, as the
        case
        may be, or, if less, the amount to which such Contingent Obligation is
        specifically limited.  The amount of any Contingent Obligation which
        is not in the form of a guaranty of a specified amount shall be equal to
        the
        reasonably anticipated maximum amount of such Contingent Obligation as
        determined by Company in good faith, net of reasonably anticipated insurance,
        set off and other recovery relating thereto.

       

      “Continuing
        Member” means, during any period of twelve consecutive months after the
        Closing Date, any member of the Governing Body of Company who (i) was a member
        of such Governing Body at the beginning of such twelve-month period or (ii)
        was
        nominated for election or elected to such Governing Body with the affirmative
        vote of a majority of the members who were either members of such Governing
        Body
        at the beginning of such twelve-month period or whose nomination or election
        was
        previously so approved.

       

      “Contractual
        Obligation”, as applied to any Person, means any provision of any
        Security issued by that Person or of any material indenture, mortgage, deed
        of
        trust, contract, undertaking, agreement or other instrument to which that
        Person
        is a party or by which it or any of its properties is bound or to which it
        or
        any of its properties is subject.

       


      
        
          
          

        

        
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      “Currency
        Agreement” means any foreign exchange contract, currency swap
        agreement, futures contract, option contract, synthetic cap or other similar
        agreement or arrangement to which Company or any of its Subsidiaries is a
        party.

       

      “Deposit
        Account” means a demand, time, savings, passbook or similar account
        maintained with a Person engaged in the business of banking, including a
        savings
        bank, savings and loan association, credit union or trust company.

       

      “Dollars”
        and the sign “$” mean the lawful money of the United States of
        America.

       

      “Domestic
        Subsidiary” means any Subsidiary of Company that is incorporated or
        organized under the laws of a state of the United States, any state thereof
        or
        in the District of Columbia.

       

      “Dormant
        Subsidiaries” means (i) all Foreign Subsidiaries of
        Company listed on Schedule 1.1 of the Company Disclosure Letter, as such
        Schedule may be updated from time to time and (ii) all other Foreign
        Subsidiaries that are either (a) not actively engaged in any business or
        (b) in
        the process of being liquidated, dissolved or merged with an
        Affiliate.

       

      “Effective
        Time” has the meaning assigned to that term in the Merger
        Agreement.

       

      “Eligible
        Assignee” means (i) any Lender, any Affiliate of any Lender and
        any Approved Fund of any Lender; and (ii) any commercial bank, insurance
        company, investment or mutual fund or other Person (other than a natural
        Person)
        that extends credit or buys loans as one of its businesses; provided that
        none of Company, any Affiliate of Company, or any Person acting at the direction
        of, or in concert with, any such Person, shall be an Eligible
        Assignee.

       

      “Environmental
        Claim” means any investigation, notice, notice of violation, claim,
        action, suit, proceeding, demand, abatement order or other order or directive
        (conditional or otherwise), by any Government Authority or any other Person,
        arising (i) pursuant to or in connection with any actual or alleged
        violation of any Environmental Law, (ii) in connection with any Hazardous
        Materials or any actual or alleged Hazardous Materials Activity, or
        (iii) in connection with any actual or alleged damage, injury, threat or
        harm to health, safety, natural resources or the environment.

       

      “Environmental
        Laws” means any and all current or future statutes, ordinances, orders,
        rules, regulations, guidance documents, judgments, Governmental Authorizations,
        or any other requirements of any Government Authority relating to
        (i) environmental matters, including those relating to any Hazardous
        Materials Activity, (ii) the generation, use, storage, transportation or
        disposal of Hazardous Materials, or (iii) occupational safety and health,
        industrial hygiene, land use or the protection of human, plant or animal
        health
        or welfare, in any manner applicable to Company or any of its Subsidiaries
        or
        any Facility.

       

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

       


      
        
          
          

        

        
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      “ERISA
        Affiliate” means any trade or business (whether or not incorporated)
        under common control or treated as a single employer with Company or any
        of its
        Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the
        Internal Revenue Code.

       

      “ERISA
        Event” means (i) a “reportable event” described in Section 4043(b)
        or 4043(c)(1), (3), (5), (6), (8) or (9) of ERISA with respect to a Title
        IV
        Plan, (ii) the withdrawal of Company, any of its Subsidiaries or any ERISA
        Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a
        plan
        year in which it was a substantial employer, as defined in Section 4001(a)(2)
        of
        ERISA, (iii) the complete or partial withdrawal of Company, any of its
        Subsidiaries or any ERISA Affiliate from any Multiemployer Plan where the
        Withdrawal Liability exceeds $5,000,000 (individually or in the aggregate),
        (iv)
        notice of reorganization or insolvency of a Multiemployer Plan is received
        by
        Company, any of its Subsidiaries or any ERISA Affiliate, (v) the filing of
        a
        notice of intent to terminate a Title IV Plan under Section 4041(c) of ERISA
        or
        the treatment of a plan amendment as a termination under Section 4041(e)
        of
        ERISA, where such termination constitutes a “distress termination” under Section
        4041(c) of ERISA, (vi) the institution of proceedings to terminate a Title
        IV
        Plan by the PBGC, (vii) the failure without an appropriate waiver from the
        IRS
        to make any required contribution to a Title IV Plan or Multiemployer Plan,
        (viii) the imposition of a Lien under Section 412 of the Internal Revenue
        Code
        or Section 302 of ERISA on Company or any of its Subsidiaries or (ix) any
        other
        event or condition that might reasonably be expected to constitute grounds
        under
        Section 4042 of ERISA for the termination of, or the appointment of a trustee
        to
        administer, any Title IV Plan or Multiemployer Plan or the imposition
        of  any liability under Title IV of ERISA, other than for PBGC
        premiums due but not delinquent under Section 4007 of ERISA.

       

      “Eurodollar
        Rate” means, for any Interest Rate Determination Date, with respect to
        any Eurodollar Rate Loan for any Interest Period, the rate per annum obtained
        by
dividing (i) the rate per annum determined by Administrative Agent
        at approximately 11:00 a.m. (London time) on the date that is two Business
        Days prior to the beginning of such Interest Period by reference to the British
        Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set
        forth by any service selected by Administrative Agent which has been nominated
        by the British Bankers’ Association as an authorized information vendor for the
        purpose of displaying such rates) for a period equal to such Interest Period;
        provided that, to the extent that an interest rate is not ascertainable
        pursuant to the foregoing provisions of this definition the “Eurodollar Rate”
shall be the interest rate per annum determined by Administrative Agent to
        be
        the average of the rates per annum at which deposits in Dollars are offered
        for
        such Interest Period to major banks in the London interbank market in London,
        England at approximately 11:00 a.m. (London time) on the date that is two
        Business Days prior to the beginning of such Interest Period by
        (ii) a percentage equal to 100% minus the stated maximum rate of all
        reserve requirements (including any marginal, emergency, supplemental, special
        or other reserves) applicable on such Interest Rate Determination Date to
        any
        member bank of the Federal Reserve System in respect of “Eurocurrency
        liabilities” as defined in Regulation D (or any successor category of
        liabilities under Regulation D).  Each determination by
        Administrative Agent pursuant to this definition shall be conclusive absent
        manifest error.

       

      “Eurodollar
        Rate Loans” means Loans bearing interest at rates determined by
        reference to the Eurodollar Rate as provided in
        subsection 2.2A.

       


      
        
          
          

        

        
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      “Eurodollar
        Rate Margin” means the margin over the Eurodollar Rate used in
        determining the rate of interest of Eurodollar Rate Loans pursuant to
        subsection 2.2A.

       

      “Event
        of Default” means each of the events set forth in Section
        8.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended from time
        to
        time, and any successor statute.

       

      “Exchange
        Rate” means, (i) on the date of issuance, when an amount expressed in
        a
        currency other than Dollars is to be determined with respect to any Letter
        of
        Credit, the nominal rate of exchange of the Issuing Lender of such Letter
        of
        Credit in the New York foreign exchange market for the sale of such currency
        in
        exchange for Dollars at 12:00 Noon (New York City time) one Business Day
        prior
        to such date, expressed as a number of units of such currency per one Dollar
        and
        (ii) on any date thereafter (as determined in the discretion of Administrative
        Agent) when an amount expressed in a currency other than Dollars is to be
        determined with respect to any Letter of Credit, the nominal rate of exchange
        of
        Administrative Agent in the New York foreign exchange market for the sale
        of
        such currency in exchange for Dollars at 12:00 Noon (New York City time)
        one
        Business Day prior to such date, expressed as a number of units of such currency
        per one Dollar.

       

      “Excluded
        Subsidiaries” means Washington Savannah River Company LLC,
        a  Delaware limited liability company, Washington Safety Management
        Solutions LLC, a Delaware limited liability company, WSMS Mid-America, LLC,
        a
        Delaware limited liability company, and WSMS-MK, LLC, a Tennessee limited
        liability company.

       

      “Excluded
        Taxes” means, with respect to Administrative Agent, any Lender, or any
        other recipient of any payment to be made by or on account of any obligation
        of
        Company hereunder (i) taxes that are imposed on the overall net income
        (however denominated) and franchise taxes imposed in lieu thereof (a) by
        the United States, (b) by any other Government Authority under the laws of
        which such Lender is organized or has its principal office or maintains its
        applicable lending office, or (c) by any Government Authority solely as a
        result of a present or former connection between such recipient and the
        jurisdiction of such Government Authority (other than any such connection
        arising solely from such recipient having executed, delivered or performed
        its
        obligations or received a payment under, or enforced, any of the Loan
        Documents), (ii) any branch profits taxes imposed by the United States or
        any similar tax imposed by any other jurisdiction in which Company is located,
        and (iii) in the case of a Foreign Lender (other than an assignee pursuant
        to a request of Company under subsection 2.9), any withholding tax that
        (a) is imposed on amounts payable to such Foreign Lender at the time it
        becomes a party hereto (or designates a new lending office), (b) is
        attributable to such Foreign Lender’s failure or inability (other than as a
        result of a Change in Law) to comply with its obligations under
        subsection 2.7B(iv), except to the extent that such Foreign Lender (or its
        assignor, if any) was entitled, at the time of designation of a new lending
        office (or assignment), to receive additional amounts from Company with respect
        to such withholding tax pursuant to subsection 2.7B, or (c) is
        required to be deducted under applicable law from any payment hereunder on
        the
        basis of the information provided by such Foreign Lender pursuant to clause
        (d)
        of subsection 2.7B(iv).

       


      
        
          
          

        

        
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      “Existing
        Credit Agreements” means (i) that certain Credit Agreement dated as of
        June 28, 2005 by and among Company, the lenders party thereto, Credit Suisse,
        New York Branch, as co-lead arranger and administrative agent, Wells Fargo,
        as
        co-lead arranger and syndication agent, and Bank of America, N.A. and BNP
        Paribas, as co-documentation agents, and (ii) that certain Second Amended
        and
        Restated Credit Agreement dated as of June 14, 2005 by and among WGII, the
        lenders party thereto, Credit Suisse, as administrative agent, United Overseas
        Bank, as documentation agent, and BNP Paribas and LaSalle Bank National
        Association, as co-syndication agents.

       

      “Existing
        Letters of Credit” means those letters of credit issued for the account
        of (i) Company and identified on Schedule 1.2 of the Company
        Disclosure Letter and (ii) WGII and identified on Schedule 1.2of the
        Company Disclosure Letter.

       

      “Facilities”
        means any and all real property (including all buildings, fixtures or other
        improvements located thereon) now, hereafter or heretofore owned, leased,
        operated or used by Company or any of its Subsidiaries or any of their
        respective predecessors or Affiliates.

       

      “Federal
        Funds Effective Rate” means, for any period, a fluctuating interest
        rate equal for each day during such period to the weighted average of the
        rates
        on overnight Federal funds transactions with members of the Federal Reserve
        System arranged by Federal funds brokers, as published for such day (or,
        if such
        day is not a Business Day, for the next preceding Business Day) by the Federal
        Reserve Bank of New York, or, if such rate is not so published for any day
        which
        is a Business Day, the average of the quotations for such day on such
        transactions received by Administrative Agent from three Federal funds brokers
        of recognized standing selected by Administrative Agent.

       

      “Financial
        Plan” has the meaning assigned to that term in
        subsection 6.1(ix).

       

      “First
        Merger” has the meaning assigned to that term in the recitals to this
        Agreement.

       

      “First
        Merger Sub” has the meaning assigned to that term in the recitals to
        this Agreement.

       

      “First
        Priority” means, with respect to any Lien purported to be created in
        any Collateral pursuant to any Collateral Document, that (i) such Lien is
        perfected and has priority over any other Lien on such Collateral (other
        than
        Permitted Encumbrances, subject to the exceptions set forth therein) and
        (ii) such Lien is the only Lien (other than Permitted Encumbrances and
        Liens permitted pursuant to subsection 7.2) to which such Collateral is
        subject.

       

      “Fiscal
        Quarter” means a fiscal quarter of Company and its Subsidiaries ending
        on the Friday nearest March 31, June 30, September 30 and December 31 of
        each
        year.

       

      “Fiscal
        Year” means the fiscal year of Company and its Subsidiaries ending on
        the Friday nearest December 31 of each year.

       


      
        
          
          

        

        
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      “Flood
        Hazard Property” means a Mortgaged Property located in an area
        designated by the Federal Emergency Management Agency as having special flood
        or
        mud slide hazards.

       

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

       

      “Foreign
        Pledge Agreement” means each pledge agreement or similar instrument
        governed by the laws of a country other than the United States, executed
        from
        time to time after the Closing Date in accordance with subsections 6.7 and
        6.10 by Company or any Subsidiary Guarantor that owns Capital Stock of one
        or
        more Material Foreign Subsidiaries organized in such country, in form and
        substance satisfactory to Administrative Agent.

       

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

       

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

       

      “Funding
        and Payment Office” means the office of Administrative Agent located at
        201 Third Street, 8th Floor,
        San
        Francisco, California  94103 or such other office of Administrative
        Agent as may from time to time hereafter be designated as such in a written
        notice delivered by Administrative Agent to Company and each
        Lender.

       

      “Funding
        Date” means the date of the funding of a Loan.

       

      “GAAP”
        means, subject to the limitations on the application thereof set forth in
        subsection 1.2, accounting principles generally accepted in the United
        States of America as set forth in opinions and pronouncements of the Accounting
        Principles Board of the American Institute of Certified Public Accountants
        and
        statements, pronouncements and interpretations of the Financial Accounting
        Standards Board or in such other statements by such other entity as may be
        approved by a significant segment of the accounting profession, in each case
        as
        the same are applicable to the circumstances as of the date of
        determination.

       

      “Governing
        Body” means the board of directors or other body having the power to
        direct or cause the direction of the management and policies of a Person
        that is
        a corporation, partnership, trust or limited liability company.

       


      
        
          
          

        

        
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      “Government
        Authority” means the government of the United States or any other
        nation, or any state, regional or local political subdivision or department
        thereof, and any other governmental or regulatory agency, authority, body,
        commission, central bank, board, bureau, organ, court, instrumentality or
        other
        entity exercising executive, legislative, judicial, taxing, regulatory or
        administrative powers or functions of or pertaining to government, in each
        case
        whether federal, state, local or foreign (including supra national bodies
        such
        as the European Union or the European Central Bank).

       

      “Governmental
        Authorization” means any permit, license, registration, authorization,
        plan, directive, accreditation, consent, order or consent decree of or from,
        or
        notice to, any Government Authority.

       

      “Granting
        Lender” has the meaning assigned to that term in subsection
        10.1B(iv).

       

      “Hazardous
        Materials” means (i) any chemical, material or substance at any
        time defined as or included in the definition of “hazardous substances”,
“hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “acutely
        hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”, “toxic
        pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”,
“toxic substances”,  or any other term or expression intended to
        define, list or classify substances by reason of properties harmful to health,
        safety or the indoor or outdoor environment (including harmful properties
        such
        as ignitability, corrosivity, reactivity, carcinogenicity, toxicity,
        reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar
        import under any applicable Environmental Laws); (ii) any oil, petroleum,
        petroleum fraction or petroleum derived substance; (iii) any drilling
        fluids, produced waters and other wastes associated with the exploration,
        development or production of crude oil, natural gas or geothermal resources;
        (iv) any flammable substances or explosives; (v) any radioactive
        materials; (vi) any asbestos-containing materials; (vii) urea
        formaldehyde foam insulation; (viii) electrical equipment which contains
        any oil or dielectric fluid containing polychlorinated biphenyls;
        (ix) pesticides; and (x) any other chemical, material or substance,
        exposure to which is prohibited, limited or regulated by any Government
        Authority or which may or could pose a hazard to the health and safety of
        the
        owners, occupants or any Persons in the vicinity of any Facility or to the
        indoor or outdoor environment.

       

      “Hazardous
        Materials Activity” means any past, current, proposed or threatened
        activity, event or occurrence involving any Hazardous Materials, including
        the
        use, manufacture, possession, storage, holding, presence, existence, location,
        Release, threatened Release, discharge, placement, generation, transportation,
        processing, construction, treatment, abatement, removal, remediation, disposal,
        disposition or handling of any Hazardous Materials, and any corrective action
        or
        response action with respect to any of the foregoing.

       

      “Hedge
        Agreement” means an Interest Rate Agreement or a Currency Agreement
        designed to hedge against fluctuations in interest rates or currency values,
        respectively.

       


      
        
          
          

        

        
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      “Indebtedness”,
        as applied to any Person, means (i) all indebtedness for borrowed money,
        (ii) that portion of obligations with respect to Capital Leases that is
        properly classified as a liability on a balance sheet in conformity with
        GAAP,
        (iii) notes payable and drafts accepted representing extensions of credit
        whether or not representing obligations for borrowed money, (iv) any
        obligation owed for all or any part of the deferred purchase price of property
        or services (excluding any such obligations incurred under ERISA), which
        purchase price is (a) due more than six months from the date of incurrence
        of the obligation in respect thereof or (b) evidenced by a note or similar
        written instrument, excluding, in the case of both clauses (a) and (b), accounts
        payable from Company and Subsidiary Guarantors arising in the ordinary course
        of
        business, (v) Attributable Indebtedness, and (vi) all indebtedness of
        the type described in clauses (i) through (v) above secured by any Lien on
        any
        property or asset owned or held by that Person regardless of whether the
        indebtedness secured thereby shall have been assumed by that Person or is
        Non-Recourse Indebtedness of that Person.  Obligations under Interest
        Rate Agreements and Currency Agreements constitute (1) in the case of Hedge
        Agreements, Contingent Obligations, and (2) in all other cases,
        Investments, and in neither case constitute Indebtedness.

       

      “Indemnified
        Liabilities” has the meaning assigned to that term in
        subsection 10.3.

       

      “Indemnified
        Taxes” means Taxes other than Excluded Taxes.

       

      “Indemnitee”
        has the meaning assigned to that term in subsection 10.3.

       

      “Intellectual
        Property” means all patents, trademarks, trade names, copyrights,
        technology, software, know-how and processes used in or necessary for the
        conduct of the business of Company and its Subsidiaries as currently conducted
        that are material to the condition (financial or otherwise), business or
        operations of Company and its Subsidiaries, taken as a whole.

       

      “Interest
        Payment Date” means (i) with respect to any Base Rate Loan, the
        last Business Day of each Fiscal Quarter of each Fiscal Year, commencing
        on
        December 28, 2007, and (ii) with respect to any Eurodollar Rate Loan, the
        last day of each Interest Period applicable to such Loan; provided that
        in the case of each Interest Period of longer than three months, “Interest
        Payment Date” shall also include each date that is three months, or a multiple
        thereof, after the commencement of such Interest Period.

       

      “Interest
        Period” has the meaning assigned to that term in
        subsection 2.2B.

       

      “Interest
        Rate Agreement” means any interest rate swap agreement, interest rate
        cap agreement, interest rate collar agreement or other similar agreement
        or
        arrangement to which Company or any of its Subsidiaries is a party.

       

      “Interest
        Rate Determination Date”, with respect to any Interest Period, means
        the second Business Day prior to the first day of such Interest
        Period.

       


      
        
          
          

        

        
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      “Internal
        Revenue Code” means the Internal Revenue Code of 1986, as amended to
        the date hereof and from time to time hereafter, and any successor
        statute.

       

      “Investment”
        means (i) any direct or indirect purchase or other acquisition by Company
        or any of its Subsidiaries of, or of a beneficial interest in, any Securities
        of
        any other Person (including any Subsidiary of Company), (ii) any direct or
        indirect redemption, retirement, purchase or other acquisition for value,
        by any
        Subsidiary of Company from any Person other than Company or any of its
        Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct
        or indirect loan, advance (other than advances to employees for moving,
        entertainment and travel expenses, drawing accounts and similar expenditures
        in
        the ordinary course of business) or capital contribution by Company or any
        of
        its Subsidiaries to any other Person, excluding all indebtedness and accounts
        receivable from that other Person that, (a) in the case of accounts receivable
        from Persons other than Company and Subsidiary Guarantors, are current assets
        or
        arose from sales to that other Person and, (b) in the case of accounts
        receivable from Company and Subsidiary Guarantors, arose in the ordinary
        course
        of business, regardless in the case of subclauses (a) and (b) of how such
        accounts receivable may be evidenced from time to time or (iv) Interest
        Rate Agreements or Currency Agreements not constituting Hedge
        Agreements.  The amount of any Investment shall be the original cost
        of such Investment plus the cost of all additions thereto, without any
        adjustments for increases or decreases in value, or write-ups, write-downs
        or
        write-offs with respect to such Investment (other than adjustments for the
        repayment of, or the refund of capital with respect to the original principal
        amount of any such Investment (not to exceed the original cost of such
        Investment plus the cost of all additions thereto)).

       

      “IP
        Collateral” means, collectively, the Intellectual Property that
        constitutes Collateral under the Security Agreement.

       

      “IP
        Filing Office” means the United States Patent and Trademark Office, the
        United States Copyright Office or any successor or substitute office in which
        filings are necessary or, in the opinion of Administrative Agent, desirable
        in
        order to create or perfect Liens on, or evidence the interest of Administrative
        Agent and Lenders in, any IP Collateral.

       

      “IRS”
        means the Internal Revenue Service of the United States or any successor
        thereto.

       

      “Issuing
        Lender”, with respect to any Revolving Letter of Credit, means the
        Revolving Lender that agrees or is otherwise obligated to issue such Revolving
        Letter of Credit, determined as provided in subsection 3.1B(ii).

       

      “Joint
        Venture” means a joint venture, partnership or other similar
        arrangement, whether in corporate, partnership or other legal form.

       

      “Joint-Lead
        Arrangers” has the meaning assigned to that term in the introduction to
        this Agreement.

       


      
        
          
          

        

        
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      “Lender”
        and “Lenders” means (i) the Persons identified as “Lenders” and
        listed on the signature pages of this Agreement and (ii) any Person that
        becomes
        a “Tranche C Lender” pursuant to subsection 2.1A(v), in each case, together with
        their successors and permitted assigns pursuant to subsection 10.1, and the
        term “Lenders” shall include each Swing Line Lender unless the context otherwise
        requires; provided that the term “Lenders”, when used in the context of a
        particular Commitment, shall mean Lenders having that Commitment.

       

      “Letter
        of Credit” or “Letters of Credit” means any letter of
        credit or similar instrument issued or to be issued by an Issuing Lender
        for the
        account of Company or any of its Subsidiaries pursuant to this Agreement
        for the
        purpose of supporting (a) Indebtedness of Company or any of its
        Subsidiaries in respect of industrial revenue or development bonds or
        financings, (b) workers’ compensation liabilities of Company or any of its
        Subsidiaries, (c) the obligations of third party insurers of Company or any
        of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring
        third party insurers, (d) obligations with respect to Capital Leases or
        Operating Leases of Company or any of its Subsidiaries, and
        (e) documentary, performance, payment, deposit or surety obligations of
        Company or any of its Subsidiaries, in any case if required by law or
        governmental rule or regulation or in the ordinary course of business;
provided that Letters of Credit may not be issued for the purpose of
        supporting any Indebtedness constituting “antecedent debt” (as that term is used
        in Section 547 of the Bankruptcy Code).

       

       “Lien”
        means any lien, mortgage, pledge, assignment, security interest, charge or
        encumbrance of any kind (including any conditional sale or other title retention
        agreement, any lease in the nature thereof, and any agreement to give any
        security interest) and any option, trust or other preferential arrangement
        having the practical effect of any of the foregoing.

       

      “Loan”
        or “Loans” means one or more of the Loans made by Lenders to
        Company pursuant to subsection 2.1A.

       

      “Loan
        Documents” means this Agreement, the Notes, the Letters of Credit (and
        any applications for, or reimbursement agreements or other documents or
        certificates executed by Company in favor of an Issuing Lender relating to,
        the
        Letters of Credit), the Subsidiary Guaranty and the Collateral
        Documents.

       

      “Loan
        Party” means each of Company and any Subsidiary Guarantor (including,
        as of the Closing Date, WGII and its Subsidiaries executing the Subsidiary
        Guaranty), and “Loan Parties” means all such Persons,
        collectively.

       

      “Margin
        Stock” has the meaning assigned to that term in Regulation U of
        the Board of Governors of the Federal Reserve System as in effect from time
        to
        time.

       


      
        
          
          

        

        
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      “Material
        Adverse Effect” means (i) a material adverse change in the
        business, assets, condition (financial or otherwise), operations, liabilities
        (whether contractual, environmental or otherwise), properties or prospects
        of
        Company and its Subsidiaries, taken as a whole, or (ii) the material
        impairment of the ability of any Loan Party to perform, or of Administrative
        Agent or Lenders to enforce, the Obligations or of Administrative Agent or
        Lenders to realize on the Collateral.

       

      “Material
        Domestic Subsidiary” means, as of any date of determination, each
        Domestic Subsidiary now existing or hereafter acquired or formed by Company
        which, exclusive of the Subsidiaries of such Domestic Subsidiary, had more
        than
        $10,000,000 of revenues for the most recently ended Fiscal Year;
provided, however, that (i) a Subsidiary of a Domestic Subsidiary
        that is the direct or indirect parent of a Material Domestic Subsidiary shall
        be
        considered to be a Material Domestic Subsidiary, and (ii) Excluded Subsidiaries
        shall not be considered to be Material Domestic Subsidiaries.

       

      “Material
        Foreign Subsidiary” means, as of any date of determination, each
        Foreign Subsidiary now existing or hereafter acquired or formed by Company
        which, exclusive of the Subsidiaries of such Foreign Subsidiary, had more
        than
        $10,000,000 of revenues for the most recently ended Fiscal Year.

       

      “Material
        Real Property” means, as of any date of determination, any fee interest
        in real property of Company or any of its Subsidiaries having a fair market
        value of $10,000,000 or more.

       

      “Merger”
        has the meaning assigned to that term in the recitals to this
        Agreement.

       

      “Merger
        Agreement” means that certain Agreement and Plan of Merger by and among
        Company, WGII, First Merger Sub and Second Merger Sub dated as of May 27,
        2007
        in the form delivered to Administrative Agent and Lenders on May 27,
        2007.

       

      “MIBRAG
        Joint Ventures” means each of Mibrag B.V., a company organized and
        existing under the laws of The Netherlands, and
        MitteldeutscheBraunkohlengesellschaft GmbH, a company organized and existing
        under the laws of the Federal Republic of Germany.

       

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

       

      “Morgan
        Stanley” has the meaning assigned to that term in the introduction to
        this Agreement.

       

      “Mortgage”
        means a security instrument (whether designated as a deed of trust or a mortgage
        or by any similar title) executed and delivered by any Loan Party, in such
        form
        as may be approved by Administrative Agent in its sole
        discretion.  “Mortgages”
        means all such instruments collectively.

       

      “Mortgage
        Policy” has the meaning assigned to that term in
        subsection 6.7D.

       


      
        
          
          

        

        
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      “Mortgaged
        Property” has the meaning assigned to that term in
        subsection 6.7D.

       

      “Multiemployer
        Plan” means a multiemployer plan, as defined in Section 4001(a)(3)
        of ERISA, or to which Company, any of its Subsidiaries or any ERISA Affiliate
        has any obligation or liability, contingent or otherwise.

       

      “Net
        Asset Sale Proceeds”, with respect to any Asset Sale, means Cash
        payments (including any Cash received by way of deferred payment pursuant
        to, or
        by monetization of, a note receivable or otherwise, but only as and when
        so
        received) received from such Asset Sale, net of any bona fide direct costs
        incurred in connection with such Asset Sale, including (i) income taxes
        reasonably estimated to be actually payable within two years of the date
        of such
        Asset Sale as a result of any gain recognized in connection with such Asset
        Sale
        and (ii) payment of the outstanding principal amount of, premium or
        penalty, if any, and interest on any Indebtedness (other than the Loans)
        that is
        (a) secured by a Lien on the stock or assets in question and that is
        required to be repaid under the terms thereof as a result of such Asset Sale
        and
        (b) actually paid at the time of receipt of such cash payment to a Person
        that is not an Affiliate of any Loan Party or of any Affiliate of a Loan
        Party;
provided, however, that Net Asset Sale Proceeds shall not include
        any Cash payments received from any Asset Sale by a Foreign Subsidiary unless
        such proceeds may be repatriated (by reason of a repayment of an intercompany
        note or otherwise) to the United States without (in the reasonable judgment
        of
        Company) resulting in a material Tax liability to Company.

       

      “Net
        Insurance/Condemnation Proceeds” means any Cash payments or proceeds
        received by Company or any of its Subsidiaries (i) under any business
        interruption or casualty insurance policy in respect of a covered loss
        thereunder or (ii) as a result of the taking of any assets of Company or
        any of its Subsidiaries by any Person pursuant to the power of eminent domain,
        condemnation or otherwise, or pursuant to a sale of any such assets to a
        purchaser with such power under threat of such a taking, in each case net
        of any
        actual and reasonable documented costs incurred by Company or any of its
        Subsidiaries in connection with the adjustment or settlement of any claims
        of
        Company or such Subsidiary in respect thereof; provided, however,
        that Net Insurance/Condemnation Proceeds shall not include any Cash payments
        received from any loss by a Foreign Subsidiary unless such proceeds may be
        repatriated (by reason of a repayment of an intercompany note or otherwise)
        to
        the United States without (in the reasonable judgment of Company) resulting
        in a
        material Tax liability to Company.

       

      “Net
        Securities Proceeds” means the cash proceeds (net of underwriting
        discounts and commissions and other reasonable costs and expenses associated
        therewith, including reasonable legal fees and expenses) from
        the  issuance of Capital Stock of or incurrence of Indebtedness by
        Company or any of its Subsidiaries.

       

      “Non-Consenting
        Lender” has the meaning assigned to that term in
        subsection 2.9.

       


      
        
          
          

        

        
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      “Non-Material
        Subsidiary Guarantor” means any Subsidiary Guarantor which had
        $10,000,000 or less of revenues for the Fiscal Year most recently ended prior
        to
        the date hereof.

       

      “Non-Recourse
        Indebtedness” means Indebtedness owing to a Person (that is not an
        Affiliate of Company)  in respect of which the source of repayment is
        expressly limited to the assets of the obligor with respect to such
        Indebtedness.

       

      “Notes”
        means one or more of the Tranche A Term Notes, Tranche B Term Notes, Tranche
        C
        Term Notes, Revolving Notes or Swing Line Notes or any combination
        thereof.

       

      “Notice
        of Borrowing” means a notice substantially in the form of
Exhibit I annexed hereto.

       

      “Notice
        of Conversion/Continuation” means a notice substantially in the form of
Exhibit II annexed hereto.

       

      “Notice
        of Prepayment” means a notice substantially in the form of
Exhibit IV annexed hereto.

       

      “Obligations”
        means all obligations of every nature of each Loan Party from time to time
        owed
        to Administrative Agent, Lenders or any of them under the Loan Documents,
        whether for principal, interest, reimbursement of amounts drawn under Letters
        of
        Credit, fees, expenses, indemnification or otherwise.

       

      “Officer”
        means the president, chief executive officer, an executive vice president,
        chief
        financial officer, chief accounting officer, treasurer, controller, general
        counsel, general partner (if an individual), managing member (if an individual)
        or other individual appointed by the Governing Body or the Organizational
        Documents of a corporation, partnership, trust or limited liability company
        to
        serve in a similar capacity as the foregoing.

       

      “Officer’s
        Certificate”, as applied to any Person that is a corporation,
        partnership, trust or limited liability company, means a certificate executed
        on
        behalf of such Person by one or more Officers of such Person or one or more
        Officers of a general partner or a managing member if such general partner
        or
        managing member is a corporation, partnership, trust or limited liability
        company.

       

      “Operating
        Lease”, as applied to any Person, means any lease (including leases
        that may be terminated by the lessee at any time) of any property (whether
        real,
        personal or mixed) that is not a Capital Lease other than any such lease
        under
        which that Person is the lessor.

       

      “Organizational
        Documents” means the documents (including Bylaws, if applicable)
        pursuant to which a Person that is a corporation, partnership, trust or limited
        liability company is organized.

       


      
        
          
          

        

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

       

      “Participant”
        means a purchaser of a participation in the rights and obligations under
        this
        Agreement pursuant to subsection 10.1C.

       

      “Patriot
        Act” means the Uniting And Strengthening America By Providing
        Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot
        Act)
        Act of 2001.

       

      “PBGC”
        means the Pension Benefit Guaranty Corporation or any successor
        thereto.

       

      “Permitted
        Acquisition” has the meaning assigned to that term in subsection
        7.3(viii).

       

      “Permitted
        Encumbrances” means the following types of Liens (excluding any such
        Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
        Revenue Code or by ERISA and any such Lien relating to or imposed in connection
        with any Environmental Claim):

       

      (i)  Liens
        for
        taxes, assessments or governmental charges or claims the payment of which
        is
        not, at the time, required by subsection 6.3;

       

      (ii)  statutory
        Liens of landlords, carriers, warehousemen, utilities, mechanics, repairmen,
        workmen and materialmen, and other Liens imposed by law, in each case incurred
        in the ordinary course of business (a) for amounts not yet overdue or
        (b) for amounts that are overdue and that (in the case of any such amounts
        overdue for a period in excess of five days) are being contested in good
        faith
        by appropriate proceedings, so long as (1) such reserves or other
        appropriate provisions, if any, as shall be required by GAAP shall have been
        made for any such contested amounts, and (2) in the case of a Lien with
        respect to any portion of the Collateral, such contest proceedings operate
        to
        stay the sale of any portion of the Collateral on account of such
        Lien;

       

      (iii)  Liens
        arising solely by virtue of any statutory or common law provision relating
        to
        banker’s Liens, rights of set-off or similar rights and remedies as to Deposit
        Accounts or other funds maintained with a creditor depository institution;
        provided that (a) such Deposit Account is not a dedicated cash
        collateral account and is not subject to restriction against access by Company
        or any of its Subsidiaries owning the affected Deposit Account and (b) such
        Deposit Account is not intended by Company or any of its Subsidiaries to
        provide
        collateral to the depository institution;

       

      (iv)  any
        attachment or judgment Lien not constituting an Event of Default under
        subsection 8.8;

       


      
        
          
          

        

        
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      (v)  licenses
        (with respect to Intellectual Property and other property), leases or subleases
        granted to third parties in accordance with any applicable terms of the
        Collateral Documents and not interfering in any material respect with the
        ordinary conduct of the business of Company or any of its Subsidiaries or
        resulting in a material diminution in the value of any Collateral as security
        for the Obligations, taken as a whole;

       

      (vi)  easements,
        rights-of-way, restrictions, encroachments, and other minor defects or
        irregularities in title, in each case which do not and will not interfere
        in any
        material respect with the ordinary conduct of the business of Company or
        any of
        its Subsidiaries or result in a material diminution in the value of any
        Collateral as security for the Obligations, taken as a whole;

       

      (vii)  any
        (a) interest or title of a lessor or sublessor under any lease not
        prohibited by this Agreement, (b) Lien or restriction that the interest or
        title of such lessor or sublessor may be subject to, or (c) subordination
        of the interest of the lessee or sublessee under such lease to any Lien or
        restriction referred to in the preceding clause (b), so long as the holder
        of such Lien or restriction agrees to recognize the rights of such lessee
        or
        sublessee under such lease;

       

      (viii)  Liens
        arising from filing UCC financing statements relating solely to leases, Capital
        Leases and junior Liens permitted pursuant to this Agreement;

       

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

       

      (x)  any
        zoning or similar law or right reserved to or vested in any Government Authority
        to control or regulate the use of any real property;

       

      (xi)  Liens
        granted pursuant to the Collateral Documents;

       

      (xii)  Liens
        securing obligations (other than obligations representing Indebtedness for
        borrowed money) under operating, reciprocal easement or similar agreements
        entered into in the ordinary course of business of Company and its Subsidiaries;
        and

       

      (xiii)  Liens
        in
        favor of United States Government Authorities on Deposit Accounts in connection
        with auctions conducted on behalf of such Government Authorities in the ordinary
        course of business; provided that such Liens apply only to the amounts
        actually obtained from auctions conducted on behalf of such Government
        Authorities.

       


      
        
          
          

        

        
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      “Permitted
        Senior Indebtedness” means any Indebtedness of Company or any of its
        Subsidiaries incurred from time to time; provided that (i) the proceeds
        of such Indebtedness shall be used only for purposes of financing any Permitted
        Acquisition, (ii) such Indebtedness shall not provide for any scheduled or
        mandatory payments, prepayments, sinking fund or other repurchase or redemption
        payments prior to the date which is six months after the later of the Tranche
        B
        Term Loan Maturity Date and the Tranche C Term Loan Maturity Date, (iii)
        the
        other terms thereof shall not be more adverse to the interests of Lenders
        than
        those customarily found in debt of a similar type issued by similar issuers
        under Rule 144A of the Securities Act or in a public offering as reasonably
        determined by Administrative Agent, and (iv) both before and after giving
        effect
        to the issuance of such Indebtedness, no Event of Default or Potential Event
        of
        Default has occurred and is continuing.

       

      “Permitted
        Subordinated Indebtedness” means any Indebtedness of Company or any of
        its Subsidiaries incurred from time to time and subordinated in right of
        payment
        to the Obligations: provided that (i) the proceeds of such Indebtedness
        shall be used only for purposes of financing any Permitted Acquisition, (ii)
        such Indebtedness shall not provide for any scheduled or mandatory payments,
        prepayments, sinking fund or other repurchase or redemption payments prior
        to
        the date which is six months after the later of the Tranche B Term Loan Maturity
        Date and the Tranche C Term Loan Maturity Date, (iii) the other terms thereof
        (including the subordination provisions) shall not be more adverse to the
        interests of Lenders than those customarily found in debt of a similar type
        issued by similar issuers under Rule 144A of the Securities Act or in a public
        offering as reasonably determined by Administrative Agent, and (iv) both
        before
        and after giving effect to the issuance of such Indebtedness, no Event of
        Default or Potential Event of Default has occurred and is
        continuing.

       

      “Person”
        means and includes natural persons, corporations, limited partnerships, general
        partnerships, limited liability companies, limited liability partnerships,
        joint
        stock companies, Joint Ventures, associations, companies, trusts, banks,
        trust
        companies, land trusts, business trusts or other organizations, whether or
        not
        legal entities, and Government Authorities.

       

      “Platform”
        means an electronic delivery system (which may be provided by Administrative
        Agent, an Affiliate of Administrative Agent or any Person that is not an
        Affiliate of Administrative Agent), such as IntraLinks or a substantially
        similar electronic system.

       

      “Pledge
        Agreement” means the Pledge Agreement executed and delivered by Company
        and Subsidiary Guarantors on the Closing Date, substantially in the form
        of
Exhibit XIII annexed hereto.

       

      “Pledged
        Collateral” means, collectively, all of the Capital Stock and
        Indebtedness in which Liens are purported to be granted pursuant to the
        Collateral Documents as security for the Obligations.

       

      “Potential
        Event of Default” means a condition or event that, after notice or
        lapse of time or both, would constitute an Event of Default.

       


      
        
          
          

        

        
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      “Pricing
        Certificate” means an Officer’s Certificate of Company certifying the
        Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and
        setting
        forth the calculation of such Consolidated Leverage Ratio in reasonable
        detail.

       

      “Primary
        Syndication” means the period from the Closing Date to the date on
        which Syndication Agent provides a written notice to Administrative Agent
        that
        the primary syndication of the Commitments and Loans has been
        completed.

       

      “Prime
        Rate” means the rate that Wells Fargo announces from time to time as
        its prime lending rate, as in effect from time to time.  The Prime
        Rate is a reference rate and does not necessarily represent the lowest or
        best
        rate actually charged to any customer.  Wells Fargo or any other
        Lender may make commercial loans or other loans at rates of interest at,
        above
        or below the Prime Rate.

       

      “Proceedings”
        means any action, suit, proceeding (whether administrative, judicial or
        otherwise), governmental investigation or arbitration.

       

      “Project”
        means any construction, engineering, remediation, consulting,
        demolition, testing, mining, manufacturing, development, operation, maintenance,
        flight training or other project consisting of the consummation of a transaction
        or transactions contemplated in a set of Contractual Obligations (including
        financial documents) with a Governmental Authority, customer, client, sponsor,
        developer or other Person, including Contractual Obligations for the study,
        development, design, engineering, construction, equipment procurement, testing,
        commissioning, completion, remediation, management, operation, insurance,
        maintenance and repair of certain facilities (at a specified location or
        locations), resource extraction or performance of certain other works (whether
        completed or uncompleted), demolition, or any other services.
 

       

      “Project
        Assets” means with respect to any bonded Project (i) any assets
        directly relating to such Project (whether owned or leased), including Project
        receivables, (ii) Cash and Cash Equivalents, and (iii) any other assets of
        indemnitors for such Project directly or indirectly relating to bonded Projects
        and of the type upon which a Lien is customarily granted to sureties in such
        circumstances; provided, however, that the Capital Stock of a
        Subsidiary shall not be considered a Project Asset.

       


      
        
          
          

        

        
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      “Pro
        Rata Share” means (i) with respect to all payments, computations
        and other matters relating to the Tranche A Term Loan Commitment or the Tranche
        A Term Loan of any Lender, the percentage obtained by dividing
        (a) the Tranche A Term Loan Exposure of that Lender by (b) the
        aggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect to
        all payments, computations and other matters relating to the Tranche B Term
        Loan
        Commitment or the Tranche B Term Loan of any Lender, the percentage obtained
        by
dividing (a) the Tranche B Term Loan Exposure of that Lender
by (b) the aggregate Tranche B Term Loan Exposure of all Lenders,
        (iii) with respect to all payments, computations and other matters relating
        to the Tranche C Term Loan Commitment or the Tranche C Term Loan of any Lender,
        the percentage obtained by dividing (a) the Tranche C Term Loan
        Exposure of that Lender by (b) the aggregate Tranche C Term Loan
        Exposure of all Lenders, (iv) with respect to all payments, computations
        and other matters relating to the Revolving Loan Commitment or the Revolving
        Loans of any Lender or any Revolving Letters of Credit issued or participations
        therein deemed purchased by any Lender or any assignments of any Swing Line
        Loans deemed purchased by any Lender, the percentage obtained by dividing
        (a) the Revolving Loan Exposure of that Lender by (b) the
        aggregate Revolving Loan Exposure of all Lenders, and (v) for all other
        purposes with respect to each Lender, the percentage obtained by dividing
        (a) the sum of the Tranche A Term Loan Exposure of that Lender plus
        the Tranche B Term Loan Exposure of that Lender plus the Tranche C Term
        Loan Exposure of that Lender plus the Revolving Loan Exposure of that
        Lender by (b) the sum of the aggregate Tranche A Term Loan Exposure
        of all Lenders plus the aggregate Tranche B Term Loan Exposure of all
        Lenders plus the aggregate Tranche C Term Loan Exposure of all Lenders
plus the aggregate Revolving Loan Exposure of all Lenders, in
        any such
        case as the applicable percentage may be adjusted by assignments permitted
        pursuant to subsection 10.1.  The initial Pro Rata Share of each
        Lender for purposes of each of clauses (i), (ii), (iii) and (v) of the preceding
        sentence will be set forth in an allocation letter delivered to such
        Lender.

       

      “PTO”
        means the United States Patent and Trademark Office or any successor or
        substitute office.

       

      “Real
        Property Asset” means, as of any date of determination, any interest
        then owned by any Loan Party in any real property.

       

      “Refunded
        Swing Line Loans”has the meaning assigned to that term in subsection
        2.1A(iv).

       

      “Register”
        has the meaning assigned to that term in subsection 2.1D.

       

      “Regulation D”
        means Regulation D of the Board of Governors of the Federal Reserve System,
        as in effect from time to time.

       

      “Related
        Agreements” means, collectively, the Merger Agreement and the
        Certificate of Merger.

       

      “Related
        Parties” has the meaning assigned to that term in subsection
        9.1A.

       


      
        
          
          

        

        
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      “Release”
        means any release, spill, emission, leaking, pumping, pouring, injection,
        escaping, deposit, disposal, discharge, dispersal, dumping, leaching or
        migration of Hazardous Materials into the indoor or outdoor environment
        (including the abandonment or disposal of any barrels, containers or other
        closed receptacles containing any Hazardous Materials), including the movement
        of any Hazardous Materials through the air, soil, surface water or
        groundwater.

       

      “Request
        for Revolving Letter of Credit Issuance” means a request substantially
        in the form of Exhibit III annexed hereto.

       

      “Requirement
        of Law” means, with respect to any Person, the common law and all
        federal, state, local and foreign laws, rules and regulations, orders,
        judgments, decrees and other determinations of any Government Authority or
        arbitrator, applicable to or binding upon such Person or any of its property
        or
        to which such Person or any of its property is subject.

       

      “Requisite
        Class Lenders” means, as of any date of determination, (i) for the
        Class of Lenders having Revolving Loan Exposure, Lenders having or holding
        more
        than 50% of the aggregate Revolving Loan Exposure of all Lenders, (ii) for
        the Class of Lenders having Tranche A Term Loan Exposure, Lenders having
        or
        holding more than 50% of the aggregate Tranche A Term Loan Exposure of all
        Lenders, (iii) for the Class of Lenders having Tranche B Term Loan
        Exposure, Lenders having or holding more than 50% of the aggregate Tranche
        B
        Term Loan Exposure of all Lenders, and (iv) for the Class of Lenders having
        Tranche C Term Loan Exposure, Lenders having or holding more than 50% of
        the
        aggregate Tranche C Term Loan Exposure of all Lenders.

       

      “Requisite
        Lenders” means Lenders having or holding more than 50% of the sum of
        the aggregate Tranche A Term Loan Exposure of all Lenders plus the
        aggregate Tranche B Term Loan Exposure of all Lenders plus the aggregate
        Tranche C Term Loan Exposure of all Lenders plus the aggregate Revolving
        Loan Exposure of all Lenders.

       

      “Responsible
        Officer” means, with respect to any Person, the chief executive
        officer, the president, the chief financial officer, the chief accounting
        officer, the treasurer, the controller, the general counsel, any other employee
        who is a member of the Governing Body of such Person.

       


      
        
          
          

        

        
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      “Restricted
        Junior Payment” means (i) any dividend or other distribution,
        direct or indirect, on account of any shares of any class of stock of Company
        or
        any of its Subsidiaries now or hereafter outstanding, except a dividend payable
        solely in shares of that class of stock to the holders of that class,
        (ii) any redemption, retirement, sinking fund or similar payment, purchase
        or other acquisition for value, direct or indirect, of any shares of any
        class
        of stock of Company or any of its Subsidiaries now or hereafter outstanding,
        (iii) any payment made to retire, or to obtain the surrender of, any
        outstanding warrants, options or other rights to acquire shares of any class
        of
        stock of Company or any of its Subsidiaries now or hereafter outstanding,
        and
        (iv) any payment or prepayment of principal of, premium, if any, interest
        on, or fees with respect to, or redemption, purchase, retirement, defeasance
        (including in-substance or legal defeasance), sinking fund or similar payment
        with respect to, any Subordinated Indebtedness.  For the avoidance of
        doubt, no payment with respect to Permitted Senior Indebtedness shall constitute
        a Restricted Junior Payment.

       

      “Revolving
        Lender” means a Lender that has a Revolving Loan Commitment and/or that
        has an outstanding Revolving Loan.

       

      “Revolving
        Letter of Credit” means (i) a Letter of Credit issued pursuant to
        subsection 3.1 and (ii) the Existing Letters of Credit.

       

      “Revolving
        Letter of Credit Reimbursement Date” has the meaning assigned to that
        term in subsection 3.3B.

       

      “Revolving
        Letter of Credit Usage” means, as of any date of determination, the sum
        of (i) the maximum aggregate amount which is or at any time thereafter may
        become available for drawing under all Revolving Letters of Credit then
        outstanding plus (ii) the aggregate amount of all drawings under
        Revolving Letters of Credit honored by Issuing Lenders and not theretofore
        reimbursed out of the proceeds of Revolving Loans pursuant to
        subsection 3.3B or otherwise reimbursed by Company.  For purposes
        of this definition, any amount described in clause (i) or (ii) of the
        preceding sentence which is denominated in a currency other than Dollars
        shall
        be valued based on the applicable Exchange Rate for such currency as of the
        applicable date of determination.

       

      “Revolving
        Loan Commitment” means the commitment of a Revolving Lender to make
        Revolving Loans to Company pursuant to subsection 2.1A(iii), and
“Revolving Loan Commitments” means such commitments of all
        Revolving Lenders in the aggregate.

       

      “Revolving
        Loan Commitment Amount” means, as of any date of determination, the
        aggregate amount of the Revolving Loan Commitments of all Revolving
        Lenders.

       

      “Revolving
        Loan Commitment Termination Date” means November 15, 2012.

       


      
        
          
          

        

        
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      “Revolving
        Loan Exposure”, with respect to any Revolving Lender, means, as of any
        date of determination, (i) prior to the termination of the Revolving Loan
        Commitments, the amount of that Revolving Lender’s Revolving Loan Commitment,
        and (ii) after the termination of the Revolving Loan Commitments, the sum
        of (a) the aggregate outstanding principal amount of the Revolving Loans of
        that Revolving Lender plus (b) in the event that Revolving Lender is
        an Issuing Lender, the aggregate Revolving Letter of Credit Usage in respect
        of
        all Revolving Letters of Credit issued by that Revolving Lender (in each
        case
        net of any participations purchased by other Revolving Lenders in such Revolving
        Letters of Credit or in any unreimbursed drawings thereunder) plus
        (c) the aggregate amount of all participations purchased by that Revolving
        Lender in any outstanding Revolving Letters of Credit or any unreimbursed
        drawings under any Revolving Letters of Credit plus (d) in the event that
        Revolving Lender is a Swing Line Lender, the aggregate outstanding principal
        amount of all Swing Line Loans of that Revolving Lender (net of any assignments
        thereof deemed purchased by other Revolving Lenders) plus (e) the
        aggregate amount of all assignments deemed purchased by that Revolving Lender
        in
        any outstanding Swing Line Loans.

       

      “Revolving
        Loans” means the Loans made by Revolving Lenders to Company pursuant to
        subsection 2.1A(iii).

       

      “Revolving
        Notes” means any promissory notes of Company issued pursuant to
        subsection 2.1E to evidence Revolving Loans of any Revolving Lenders,
        substantially in the form of Exhibit V annexed hereto.

       

      “S&P”
        means Standard & Poor’s, a Division of The McGraw-Hill
        Companies.

       

      “Second
        Merger Sub” has the meaning assigned to that term in the recitals to
        this Agreement.

       

      “Securities”
        means any stock, shares, partnership interests, voting trust certificates,
        certificates of interest or participation in any profit-sharing agreement
        or
        arrangement, options, warrants, bonds, debentures, notes, or other evidences
        of
        indebtedness, secured or unsecured, convertible, subordinated, certificated
        or
        uncertificated, or otherwise, or in general any instruments commonly known
        as
“securities” or any certificates of interest, shares or participations in
        temporary or interim certificates for the purchase or acquisition of, or
        any
        right to subscribe to, purchase or acquire, any of the foregoing.

       

      “Securities
        Act” means the Securities Act of 1933, as amended from time to time,
        and any successor statute.

       

      “Security
        Agreement” means the Security Agreement executed and delivered by
        Company and Subsidiary Guarantors on the Closing Date or from time to time
        thereafter, substantially in the form of Exhibit XV annexed
        hereto.

       


      
        
          
          

        

        
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      “Solvent”,
        with respect to any Person, means that as of the date of determination both
        (i)(a) the then fair saleable value of the property of such Person is
        (1) greater than the total amount of liabilities (including contingent
        liabilities) of such Person and (2) not less than the amount that will be
        required to pay the probable liabilities on such Person’s then existing debts as
        they become absolute and due considering all financing alternatives and
        potential asset sales reasonably available to such Person; (b) such
        Person’s capital is not unreasonably small in relation to its business or any
        contemplated or undertaken transaction; and (c) such Person does not intend
        to incur, or believe (nor should it reasonably believe) that it will incur,
        debts beyond its ability to pay such debts as they become due; and
        (ii) such Person is “solvent” within the meaning given that term and
        similar terms under applicable laws relating to fraudulent transfers and
        conveyances.  For purposes of this definition, the amount of any
        contingent liability at any time shall be computed as the amount that, in
        light
        of all of the facts and circumstances existing at such time, represents the
        amount that can reasonably be expected to become an actual or matured
        liability.

       

      “SPC”
        has the meaning assigned to that term in subsection 10.1B(iv).

       

      “Stock
        Pledge Period” means any period during which the Company Debt Rating is
        higher than Ba2 from Moody’s and higher than BB from S&P.

       

      “Subject
        Lender” has the meaning assigned to that term in subsection
        2.9.

       

      “Subordinated
        Indebtedness” means (i) any Indebtedness of Company or any of its
        Subsidiaries incurred from time to time and subordinated in right of payment
        to
        the Obligations and (ii) any Permitted Subordinated Indebtedness.

       

      “Subsidiary”,
        with respect to any Person, means any corporation, partnership, trust, limited
        liability company, association, or other business entity of which more than
        50%
        of the total voting power of shares of stock or other ownership interests
        entitled (without regard to the occurrence of any contingency) to vote in
        the
        election of the members of the Governing Body is at the time owned or
        controlled, directly or indirectly, by that Person or one or more of the
        other
        Subsidiaries of that Person or a combination thereof; provided that in no
        event shall any Joint Venture be considered to be a Subsidiary of any
        Person.

       

      “Subsidiary
        Guarantor” means any Material Domestic Subsidiary and any other
        Domestic Subsidiary that executes and delivers a counterpart of the Subsidiary
        Guaranty on the Closing Date or from time to time thereafter pursuant to
        subsection 6.7.

       

      “Subsidiary
        Guaranty” means the Subsidiary Guaranty executed and delivered by
        certain existing Subsidiaries of Company on the Closing Date and to be executed
        and delivered by additional Subsidiaries of Company from time to time thereafter
        in accordance with subsection 6.7 substantially in the form of
Exhibit XIV annexed hereto.

       

      “Supplemental
        Collateral Agent” has the meaning assigned to that term in
        subsection 9.1B.

       


      
        
          
          

        

        
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      “Surety
        Acknowledgment” means, collectively, (i) that certain letter of
        understanding dated as of the date hereof by and between Federal Insurance
        Company and Administrative Agent, and (ii) that certain letter of understanding
        dated as of the date hereof by and between American International Companies
        and
        Administrative Agent, in each case substantially in the form of
Exhibit XVI annexed hereto.

       

      “Swap
        Counterparty” means any Person that was a Lender or an Affiliate of a
        Lender at the time it entered into a Hedge Agreement with Company or one
        of its
        Subsidiaries, the obligations under which are secured pursuant to the Collateral
        Documents and guarantied pursuant to the Subsidiary Guaranty.

       

      “Sweep
        Agreements” means that certain Acceptance of Services or similar
        agreement, pursuant to which Company agreed to utilize certain cash management
        accounts and services provided by Wells Fargo or any other Swing Line Lender
        together with all other agreements and documents referred to therein or
        otherwise related thereto.

       

      “Swing
        Line Funding and Payment Office” means (i) in the case of Wells Fargo,
        the office of Wells Fargo located at 201 Third Street, 8th Floor,
        San
        Francisco, California  94103, (ii) in the case of LaSalle Bank
        National Association, the office of LaSalle Bank National Association located
        at
        135 South LaSalle Street, Chicago, Illinois 60603, and (iii) in any case,
        such
        other offices of any Swing Line Lender as may from time to time be hereafter
        designated as such in a written notice delivered by such Swing Line Lender
        to
        Company and each other Lender.

       

      “Swing
        Line Lenders” means (i) Wells Fargo, (ii) LaSalle Bank National
        Association or its successor, Bank of America, N.A., and (iii) any Person
        serving as a successor Administrative Agent hereunder, in its capacity as
        Swing
        Line Lender hereunder; provided that there shall be no more than two
        Swing Line Lenders at any time.

       

      “Swing
        Line Loan Commitment” means the commitment of a Swing Line Lender to
        make Swing Line Loans to Company pursuant to subsection 2.1A(iv), and
“Swing Line Loan Commitments” means such commitments of all
        Swing Line Lenders in the aggregate.

       

      “Swing
        Line Loans” means the Loans made by Swing Line Lenders to Company
        pursuant to subsection 2.1A(iv).

       

      “Swing
        Line Notes” means any promissory note of Company issued pursuant to
        subsection 2.1E to evidence the Swing Line Loans of any Swing Line Lender,
        substantially in the form of Exhibit IX annexed hereto.

       

      “Syndication
        Agent” has the meaning assigned to that term in the introduction to
        this Agreement.

       


      
        
          
          

        

        
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      “Synthetic
        Lease Obligation” means any synthetic lease, off-balance sheet loan or
        tax retention lease that does not appear on the balance sheet of such Person
        but
        which, upon the insolvency or bankruptcy of such Person, would be characterized
        as the borrowed money indebtedness of such Person (without regard to accounting
        treatment).

       

      “Tax”
        or “Taxes” means any present or future tax, levy, impost, duty,
        fee, assessment, deduction, withholding or other charge of any nature and
        whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
        collected, withheld or assessed, including interest, penalties, additions
        to tax
        and any similar liabilities with respect thereto.

       

      “Term
        Loans” means, collectively, the Tranche A Term Loans, the Tranche B
        Term Loans and the Tranche C Term Loans.

       

      “Term
        Loan Commitments” means, collectively, the
        Tranche A Term Loan Commitments, the Tranche B Term Loan Commitments and
        the
        Tranche C Term Loan Commitments.

       

      “Title
        Company” means one or more title insurance companies reasonably
        satisfactory to Administrative Agent.

       

      “Title
        IV Plan” means a pension plan, other than a Multiemployer Plan, covered
        by Title IV of ERISA, and to which Company, any of its Subsidiaries or any
        ERISA
        Affiliate has any obligation or liability (contingent or
        otherwise).

       

      “Total
        Utilization of Revolving Loan Commitments” means, as of any date of
        determination, the sum of (i) the aggregate principal amount of all
        outstanding Revolving Loans plus (ii) the aggregate principal amount
        of all outstanding Swing Line Loans plus (iii) the Revolving Letter
        of Credit Usage.

       

      “Tranche
        A Term Loan Commitment” means the commitment of a Lender to make a
        Tranche A Term Loan to Company pursuant to subsection 2.1A(i), and
“Tranche A Term Loan Commitments” means such
        commitments of all Lenders in the aggregate.

       

      “Tranche
        A Term Loan Exposure”, with respect to any Lender, means, as of any
        date of determination, (i) prior to the funding of the Tranche A Term
        Loans, the amount of that Lender’s Tranche A Term Loan Commitment, and
        (ii), after the funding of the Tranche A Term Loans, the outstanding
        principal amount of the Tranche A Term Loan of that Lender.

       

      “Tranche
        A Term Loan Maturity Date” means November 15, 2012.

       

      “Tranche
        A Term Loans” means the Loans made by Lenders to
        Company pursuant to subsection 2.1A(i).

       

      “Tranche
        A Term Notes” means any promissory notes of Company issued pursuant to
        subsection 2.1E to evidence the Tranche A Term Loans of any Lenders,
        substantially in the form of Exhibit VI annexed hereto.

       


      
        
          
          

        

        
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      “Tranche
        B Term Loan Commitment” means the commitment of a Lender to make a
        Tranche B Term Loan to Company pursuant to subsection 2.1A(ii), and
“Tranche B Term Loan Commitments” means such
        commitments of all Lenders in the aggregate.

       

      “Tranche
        B Term Loan Exposure”, with respect to any Lender, means, as of any
        date of determination, (i) prior to the funding of the Tranche B Term
        Loans, the amount of that Lender’s Tranche B Term Loan Commitment and
        (ii) after the funding of the Tranche B Term Loans, the outstanding
        principal amount of the Tranche B Term Loan of that Lender.

       

      “Tranche
        B Term Loan Maturity Date” means May 15,
        2013.

       

      “Tranche
        B Term Loans” means the Loans made by Lenders to Company pursuant to
        subsection 2.1A(ii).

       

      “Tranche
        B Term Notes” means any promissory notes of Company issued pursuant to
        subsection 2.1E to evidence the Tranche B Term Loans of any Lenders,
        substantially in the form of Exhibit VII annexed
        hereto.

       

      “Tranche
        C Lender” has the meaning assigned to that term in subsection
        2.1A(v).

       

      “Tranche
        C Term Loan Commitment” means, from and after the Tranche C Term Loan
        Commitment Effective Date, the commitment of a Lender to make a Tranche C
        Term
        Loan to Company pursuant to subsection 2.1A(v), and “Tranche C Term
        Loan Commitments” means such commitments of all Lenders in the
        aggregate; provided that the amount of the Tranche C Term Loan Commitment
        of each Tranche C Lender shall be adjusted to give effect to any assignment
        of
        such Tranche C Term Loan Commitment pursuant to
        subsection 10.1B.

       

      “Tranche
        C Term Loan Commitment Effective
        Date” has the meaning assigned to that term in
        subsection 2.1A(v).

       

      “Tranche
        C Term Loan Exposure”, with respect to any Lender, means, as of any
        date of determination, (i) prior to the funding of the Tranche C Term
        Loans, the amount of that Lender’s Tranche C Term Loan Commitment and
        (ii) after the funding of the Tranche C Term Loans, the outstanding
        principal amount of the Tranche C Term Loan of that Lender.

       

      “Tranche
        C Term Loan Maturity Date” means the maturity date of
        Tranche C Term Loans determined on the Tranche C Term Loan Commitment Effective
        Date.

       

      “Tranche
        C Term Loans” means the Loans made by Lenders to Company pursuant to
        subsection 2.1A(v).

       

      “Tranche
        C Term Notes” means any promissory notes of Company issued pursuant to
        subsection 2.1E to evidence the Tranche C Term Loans of any Lenders,
        substantially in the form of Exhibit VIII annexed
        hereto.

       


      
        
          
          

        

        
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      “Transaction”
        means the Acquisition, Merger, refinancing of all Indebtedness outstanding
        under
        the Existing Credit Agreements and other related transactions.

       

      “Transaction
        Costs” means the fees, costs and expenses incurred by Company on or
        before the Closing Date in connection with the transactions contemplated
        by the
        Loan Documents and the Related Agreements.

       

      “UCC”
        means the Uniform Commercial Code (or any similar or equivalent legislation)
        as
        in effect in any applicable jurisdiction.

       

      “Unasserted
        Obligations” means, as of any date of determination, Obligations for
        taxes, costs, indemnifications, reimbursements, damages and other liabilities
        (except for (i) the principal of and interest on, and fees relating to, any
        Indebtedness and (ii) contingent reimbursement obligations in respect of
        amounts
        that may be drawn under Letters of Credit) in respect of which no claim or
        demand for payment has been made (or, in the case of Obligations for
        indemnification, no notice for indemnification has been issued by the
        Indemnitee) at such time.

       

      “Wells
        Fargo” has the meaning assigned to that term in the introduction to
        this Agreement.

       

      “WGII”
        has the meaning assigned to that term in the recitals to this
        Agreement.

       

      “Withdrawal
        Liability” means, with respect to Company or any of its Subsidiaries,
        as of any date of determination, the aggregate liability incurred (whether
        or
        not assessed) with respect to all Multiemployer Plans pursuant to Section
        4201
        of ERISA.

       

      
        	
                1.2  

              	
                Accounting
                  Terms; Utilization of GAAP for Purposes of Calculations Under
                  Agreement.

              


      

       

      Except
        as
        otherwise expressly provided in this Agreement, all accounting terms not
        otherwise defined herein shall have the meanings assigned to them in conformity
        with GAAP.  Consolidated financial statements and other information
        required to be delivered by Company to Lenders pursuant to and in accordance
        with clauses (ii), (iii) and (ix) of subsection 6.1 shall be prepared
        in accordance with GAAP as in effect at the time of such
        preparation).  Calculations in connection with the definitions,
        covenants and other provisions of this Agreement shall utilize GAAP as in
        effect
        on the date of determination, applied in a manner consistent with that used
        in
        preparing the financial statements referred to in
        subsection 5.3.  If at any time any change in GAAP would affect
        the computation of any financial ratio or covenant set forth in Section 7,
        and
        Company, Administrative Agent or Requisite Lenders shall so request,
        Administrative Agent, Lenders and Company shall negotiate in good faith to
        amend
        such ratio or requirement to preserve the original intent thereof in light
        of
        such change in GAAP (subject to the approval of Requisite Lenders),
provided that, until so amended, such ratio or covenant shall continue to
        be computed in accordance with GAAP prior to such change therein and Company
        shall provide to Administrative Agent and Lenders reconciliation statements
        as
        shall be reasonably necessary to determine compliance with such ratio or
        covenant.

       


      
        
          
          

        

        
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                1.3  

              	
                Other
                  Definitional Provisions and Rules of
                  Construction.

              


      

       

      A.  Any
        of
        the terms defined herein may, unless the context otherwise requires, be used
        in
        the singular or the plural, depending on the reference.

       

      B.  References
        to “Sections” and “subsections” shall be to Sections and subsections,
        respectively, of this Agreement unless otherwise specifically
        provided.  Section and subsection headings in this Agreement are
        included herein for convenience of reference only and shall not constitute
        a
        part of this Agreement for any other purpose or be given any substantive
        effect.

       

      C.  The
        use
        in any of the Loan Documents of the word “include” or “including”, when
        following any general statement, term or matter, shall not be construed to
        limit
        such statement, term or matter to the specific items or matters set forth
        immediately following such word or to similar items or matters, whether or
        not
        nonlimiting language (such as “without limitation” or “but not limited to” or
        words of similar import) is used with reference thereto, but rather shall
        be
        deemed to refer to all other items or matters that fall within the broadest
        possible scope of such general statement, term or matter.

       

      D.  Unless
        otherwise expressly provided herein, references to Organizational Documents,
        agreements (including the Loan Documents) and other contractual instruments
        shall be deemed to include all subsequent amendments, restatements, extensions,
        supplements and other modifications thereto.

       

      Section
        2.  AMOUNTS
        AND TERMS OF COMMITMENTS AND LOANS

       

      
        	
                2.1  

              	
                Commitments;
                  Making of Loans; the Register; Optional
                  Notes.

              


      

       

      A.  Commitments.  Subject
        to the terms and conditions of this Agreement and in reliance upon the
        representations and warranties of Company herein set forth, each Lender hereby
        severally agrees to make the Loans described in subsections 2.1A(i),
        2.1A(ii) and 2.1A(iii) and each Swing Line Lender hereby severally agrees
        to
        make the Swing Line Loans as described in subsection 2.1A(iv).

       

      (i)  Tranche
        A Term Loans.  Each Lender that has a Tranche A Term Loan
        Commitment severally agrees to lend to Company on the Closing Date an amount
        in
        Dollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche
        A Term Loan Commitments to be used for the purposes identified in
        subsection 2.5A.  The amount of each Lender’s Tranche A Term Loan
        Commitment will be set forth in an allocation letter delivered to such Lender
        and the aggregate amount of the Tranche A Term Loan Commitments is
        $1,100,000,000; provided that the amount of the Tranche A Term Loan
        Commitment of each Lender shall be adjusted to give effect to any assignment
        of
        such Tranche A Term Loan Commitment pursuant to
        subsection 10.1B.  Company may make only one borrowing under the
        Tranche A Term Loan Commitments.  Amounts borrowed under this
        subsection 2.1A(i) and subsequently repaid or prepaid may not be
        reborrowed.

       


      
        
          
          

        

        
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      (ii)  Tranche
        B Term Loans.  Each Lender that has a Tranche B Term Loan
        Commitment severally agrees to lend to Company on the Closing Date an amount
        in
        Dollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche
        B Term Loan Commitments to be used for the purposes identified in
        subsection 2.5A.  The amount of each Lender’s Tranche B Term Loan
        Commitment will be set forth in an allocation letter delivered to such Lender
        and the aggregate amount of the Tranche B Term Loan Commitments is $300,000,000;
        provided that the amount of the Tranche B Term Loan Commitment of each
        Lender shall be adjusted to give effect to any assignment of such Tranche
        B Term
        Loan Commitment pursuant to subsection 10.1B.  Company may make
        only one borrowing under the Tranche B Term Loan Commitments.  Amounts
        borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid
        may not be reborrowed.

       

      (iii)  Revolving
        Loans.  Each Revolving Lender severally agrees, subject to the
        limitations set forth below with respect to the maximum amount of Revolving
        Loans permitted to be outstanding from time to time, to lend to Company from
        time to time during the period from the Closing Date to but excluding the
        Revolving Loan Commitment Termination Date an aggregate amount in Dollars
        not
        exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan
        Commitments to be used for the purposes identified in
        subsection 2.5B.  The original amount of each Revolving Lender’s
        Revolving Loan Commitment will be set forth in an allocation letter delivered
        to
        such Lender and the original Revolving Loan Commitment Amount is $700,000,000;
        provided that the amount of the Revolving Loan Commitment of each
        Revolving Lender shall be adjusted to give effect to any assignment of such
        Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced
        from
        time to time by the amount of any reductions thereto made pursuant to
        subsection 2.4.  Each Revolving Lender’s Revolving Loan
        Commitment shall expire on the Revolving Loan Commitment Termination Date
        and
        all Revolving Loans and all other amounts owed hereunder with respect to
        the
        Revolving Loans and the Revolving Loan Commitments shall be paid in full
        no
        later than that date.  Amounts borrowed under this subsection
        2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan
        Commitment Termination Date.  Anything contained in this Agreement to
        the contrary notwithstanding, the Revolving Loans and the Revolving Loan
        Commitments shall be subject to the limitation that in no event shall the
        Total
        Utilization of Revolving Loan Commitments at any time exceed the Revolving
        Loan
        Commitments then in effect.  In addition, for purposes
        of  determining the amount available under the Revolving Loan
        Commitments, Administrative Agent shall assume that the aggregate outstanding
        principal amount of Swing Line Loans of any Swing Line Lender other than
        Wells
        Fargo is equal to the aggregate amount of the Swing Line Loan Commitment
        of such
        other Swing Line Lender.

       


      
        
          
          

        

        
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      (iv)  Swing
        Line Loans.

       

      (a)  General
        Provisions.  Each Swing Line Lender hereby severally agrees,
        subject to the limitations set forth in the last sentence of subsection
        2.1A(iii) and set forth below with respect to the maximum amount of Swing
        Line
        Loans permitted to be outstanding from time to time, to make a portion of
        the
        Revolving Loan Commitments available to Company from time to time during
        the
        period from the Closing Date to but excluding the Revolving Loan Commitment
        Termination Date by making Swing Line Loans to Company in an aggregate amount
        not exceeding the amount of the Swing Line Loan Commitment to be used for
        the
        purposes identified in subsection 2.5B, notwithstanding the fact that such
        Swing Line Loans, when aggregated with each Swing Line Lender’s outstanding
        Revolving Loans and each Swing Line Lender’s Pro Rata Share of the Revolving
        Letter of Credit Usage then in effect, may exceed such Swing Line Lender’s
        Revolving Loan Commitment.  The original amount of each Swing Line
        Lender’s Swing Line Loan Commitment is $25,000,000 and the original amount of
        the Swing Line Loan Commitments is $50,000,000; provided that should a
        Swing Line Lender (other than Wells Fargo) be terminated, Wells Fargo’s Swing
        Line Loan Commitment shall be increased to $50,000,000;
providedfurther, that any reduction of the Revolving Loan
        Commitment Amount made pursuant to subsection 2.4 that reduces the
        Revolving Loan Commitment Amount to an amount less than the then current
        amount
        of the Swing Line Loan Commitment shall result in an automatic corresponding
        reduction of the amount of the Swing Line Loan Commitment to the amount of
        the
        Revolving Loan Commitment Amount, as so reduced, without any further action
        on
        the part of Company, Administrative Agent or any Swing Line
        Lender.  In the event that there are two Swing Line Lenders at the
        time of such reduction, the Swing Line Loan Commitments of such Swing Line
        Lenders shall be reduced on a prorata basis.  The Swing
        Line Loan Commitment shall expire on the Revolving Loan Commitment Termination
        Date and all Swing Line Loans and all other amounts owed hereunder with respect
        to the Swing Line Loans shall be paid in full no later than that
        date.  Amounts borrowed under this subsection 2.1A(iv) may be repaid
        and reborrowed to but excluding the Revolving Loan Commitment Termination
        Date.

       


      
        
          
          

        

        
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      (b)  Swing
        Line Loan Prepayment with Proceeds of Revolving Loans.  With
        respect to any Swing Line Loans that have not been voluntarily prepaid by
        Company pursuant to subsection 2.4B(i), any Swing Line Lender may, at any
        time
        in its sole and absolute discretion, deliver to Administrative Agent (with
        a
        copy to Company), no later than 10:00 A.M. (New York City time) on the first
        Business Day in advance of the proposed Funding Date, a notice (which shall
        be
        deemed to be a Notice of Borrowing given by Company) requesting Revolving
        Lenders to make Revolving Loans that are Base Rate Loans on such Funding
        Date in
        an amount equal to the amount of such Swing Line Loans of such Swing Line
        Lender
        (the “Refunded Swing Line Loans”) outstanding on the date such
        notice is given.  Company hereby authorizes the giving of any such
        notice and the making of any such Revolving Loans.  Anything contained
        in this Agreement to the contrary notwithstanding, (1) the proceeds of such
        Revolving Loans made by Revolving Lenders other than such Swing Line Lender
        shall be immediately delivered by Administrative Agent to such Swing Line
        Lender
        (and not to Company) and applied to repay a corresponding portion of the
        Refunded Swing Line Loans and (2) on the day such Revolving Loans are made,
        such Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall
        be deemed to be paid with the proceeds of a Revolving Loan made by such Swing
        Line Lender, and such portion of the Swing Line Loans deemed to be so paid
        shall
        no longer be outstanding as Swing Line Loans and shall no longer be due under
        the Swing Line Note, if any, of such Swing Line Lender but shall instead
        constitute part of such Swing Line Lender’s outstanding Revolving Loans and
        shall be due under the Revolving Note, if any, of such Swing Line
        Lender.  If any portion of any such amount paid (or deemed to be paid)
        to such Swing Line Lender should be recovered by or on behalf of Company
        from
        such Swing Line Lender in any bankruptcy proceeding, in any assignment for
        the
        benefit of creditors or otherwise, the loss of the amount so recovered shall
        be
        ratably shared among all Lenders in the manner contemplated by
        subsection 10.5.

       


      
        
          
          

        

        
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      (c)  Swing
        Line Loan Assignments.  On the Funding Date of each Swing Line
        Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase
        an assignment of such Swing Line Loan in an amount equal to its Pro Rata
        Share.  If for any reason (1) Revolving Loans are not made upon
        the request of any Swing Line Lender through Administrative Agent as provided
        in
        the immediately preceding paragraph in an amount sufficient to repay any
        amounts
        owed to such Swing Line Lender in respect of such Swing Line Loan or
        (2) the Revolving Loan Commitments are terminated at a time when such Swing
        Line Loan is outstanding, upon notice from such Swing Line Lender through
        Administrative Agent as provided below, each Revolving Lender shall fund
        the
        purchase of such assignment in an amount equal to its Pro Rata Share
        (calculated, in the case of the foregoing clause (2) immediately prior to
        such termination of the Revolving Loan Commitments) of the unpaid amount
        of such
        Swing Line Loan together with accrued interest thereon.  Upon one
        Business Day’s notice from such Swing Line Lender to Administrative Agent which
        shall be immediately delivered by Administrative Agent to each Revolving
        Lender,
        each Revolving Lender shall deliver to such Swing Line Lender such amount
        in
        same day funds at the Funding and Payment Office.  In order to further
        evidence such assignment (and without prejudice to the effectiveness of the
        assignment provisions set forth above), each Revolving Lender agrees to enter
        into an Assignment Agreement at the request of such Swing Line Lender in
        form
        and substance reasonably satisfactory to such Swing Line Lender.  In
        the event any Revolving Lender fails to make available to any Swing Line
        Lender
        any amount as provided in this paragraph, such Swing Line Lender shall be
        entitled to recover such amount on demand from such Revolving Lender together
        with interest thereon at the rate customarily used by such Swing Line Lender
        for
        the correction of errors among banks for three Business Days and thereafter
        at
        the Base Rate.  In the event any Swing Line Lender receives a payment
        of any amount with respect to which other Revolving Lenders have funded the
        purchase of assignments as provided in this paragraph, such Swing Line Lender
        shall promptly distribute to each such other Revolving Lender its Pro Rata
        Share
        of such payment.

       


      
        
          
          

        

        
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      (d)  Revolving
        Lenders’ Obligations.  Anything contained herein to the contrary
        notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for
        the purpose of repaying any Refunded Swing Line Loans pursuant to subsection
        2.1A(iv)(b) and each Revolving Lender’s obligation to purchase an assignment of
        any unpaid Swing Line Loans pursuant to the immediately preceding paragraph
        shall be absolute and unconditional and shall not be affected by any
        circumstance, including (1) any set-off, counterclaim, recoupment, defense
        or other right which such Revolving Lender may have against any Swing Line
        Lender, Company or any other Person for any reason whatsoever; (2) the
        occurrence or continuation of an Event of Default or a Potential Event of
        Default; (3) the occurrence of any Material Adverse Effect; (4) any
        breach of this Agreement or any other Loan Document by any party thereto;
        or
        (5) any other circumstance, happening or event whatsoever, whether or not
        similar to any of the foregoing; provided that such obligations of each
        Revolving Lender are subject to the condition that (y) such Swing Line
        Lender believed in good faith that all conditions under Section 4 to the
        making of the applicable Refunded Swing Line Loans or other unpaid Swing
        Line
        Loans, as the case may be, were satisfied at the time such Refunded Swing
        Line
        Loans or unpaid Swing Line Loans were made or (z) the satisfaction of any
        such condition not satisfied had been waived in accordance with
        subsection 10.6 prior to or at the time such Refunded Swing Line Loans or
        other unpaid Swing Line Loans were made.

       

      (e)  Accounts
        Maintained with Swing Line Lenders.

       

      (1)  So
        long
        as any Sweep Agreement between Company and a Swing Line Lender is in full
        force
        and effect, Company and such Swing Line Lender may utilize procedures agreed
        to
        and set forth in the Sweep Agreement by which Company may request and such
        Swing
        Line Lender may disburse Swing Line Loans, including crediting one or more
        of
        Company’s deposit accounts with the proceeds of Swing Line Loans and debiting
        one or more of Company’s deposit accounts and applying the proceeds of such
        debits to repay outstanding Swing Line Loans, all pursuant to the terms and
        provisions of the Sweep Agreement.  Administrative Agent and Lenders
        hereby acknowledge and agree that such Swing Line Lender may utilize any
        such
        procedures agreed upon by Company and such Swing Line Lender even though
        such
        procedures are different than the procedures set forth in subsection
        2.1A(iv)(e)(2) and 2.1B and do not require Company to provide a Notice of
        Borrowing.

       


      
        
          
          

        

        
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      (2)  If
        at any
        time the amounts to be drawn on (A) that certain concentration account of
        Company maintained with Wells Fargo as a Swing Line Lender (and regardless
        of
        whether Company maintains a Sweep Agreement with Wells Fargo as a Swing Line
        Lender) or (B) that certain concentration account of Company maintained with
        LaSalle Bank National Association, or its successor, Bank of America, N.A.,
        as a
        Swing Line Lender shall exceed the funds deposited in such account,
        (1) Company shall be deemed to have delivered a timely executed Notice of
        Borrowing to such Swing Line Lender requesting such Swing Line Lender to
        make a
        Swing Line Loan in an amount equal to the amount of such shortfall, and
        (2) such Swing Line Lender shall make a Swing Line Loan to Company in the
        amount of such shortfall, the proceeds of which shall be deposited into such
        account and shall be deemed to have been applied to eliminate such shortfall
        prior to such draws being made; provided that so long as any Swing Line
        Loans of such Swing Line Lender are outstanding pursuant to this subsection,
        all
        funds on deposit in such account shall be applied on a daily basis to the
        prepayment of the then aggregate outstanding principal amount of such Swing
        Line
        Loans until such Swing Line Loans have been prepaid in full.

       

      (v)  Tranche
        C Term Loan Commitments.  Company may, at any time from and after
        the Closing Date but prior to the fourth anniversary of the Closing Date,
        request an increase in the then effective aggregate principal amount of the
        Term
        Loan Commitments; provided that (a) the aggregate principal amount of the
        Tranche C Term Loan Commitments pursuant to this subsection 2.1A(v) shall
        not
        exceed $300,000,000, (b) Company shall execute and deliver such documents
        and
        instruments and take such other actions as may be reasonably requested by
        Administrative Agent in connection with such Tranche C Term Loan Commitments,
        (c) no Potential Event of Default or Event of Default shall have occurred
        and be
        continuing or would occur after giving effect to such Tranche C Term Loan
        Commitments, (d) Company and its Subsidiaries shall be in compliance, on
        a pro
        forma basis, with each of the financial covenants specified in subsection
        7.6 as
        of the last day of the most recently ended Fiscal Quarter before and after
        giving effect to such Tranche C Term Loan Commitments; (e) the Tranche C
        Term
        Loans made under this subsection 2.1A(v) shall have a maturity date no earlier
        than the Tranche B Term Loan Maturity Date and shall have a weighted average
        life to maturity no earlier than the weighted average life to maturity
        applicable to the Tranche B Term Loans made under subsection 2.1A(ii), and
        (f)
        all other terms and conditions with respect to the Tranche C Term Loans made
        pursuant to this subsection 2.1A(v) (other than pricing) shall be reasonably
        acceptable to Administrative Agent.  The request under this subsection
        2.1A(v) shall be submitted by Company to Administrative Agent (which shall
        promptly forward copies to all existing Lenders).

      
        
          
          

        

        
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      At
        the
        time of sending such request, Company (in consultation with Administrative
        Agent) shall specify the time period within which each existing Lender is
        requested to respond (which in no event shall be more than ten Business Days
        from the date of delivery of such request).  Company may also specify
        any fees offered to those existing Lenders or new lenders (collectively,
        the
“Tranche C Lenders”) which agree to make a Tranche C Term Loan
        Commitment, which fees may be variable based upon the amount of any such
        Tranche
        C Lender’s Tranche C Term Loan Commitment.  No existing Lender shall
        have any obligation, express or implied, to make any Tranche C Term Loan
        Commitment.  Only the consent of each Tranche C Lender shall be
        required for an increase in the aggregate principal amount of the Term Loan
        Commitments pursuant to this subsection 2.1A(v).  No existing Lender
        which declines to make a Tranche C Term Loan Commitment may be replaced with
        respect to its existing Commitment as a result thereof without such Lender’s
        consent.

       

      Each
        existing Lender that has agreed to make a Tranche C Term Loan Commitment
        shall
        notify Administrative Agent within the time period specified above of the
        amount
        of the proposed Tranche C Term Loan Commitment that it is willing to make
        and
        Company shall accept the offered amount of each such existing Lender up to
        such
        existing Lender’s Pro Rata Share of the aggregate amount of the Tranche C Term
        Loan Commitments as in effect prior to giving effect to any Tranche C Term
        Loan
        Commitment.  In the event that the Tranche C Term Loan Commitments of
        the existing Lenders accepted by Company are less than the amount of the
        requested increase in the Term Loan Commitments, Company may accept some
        or all
        of the offered amounts of each existing Lender in excess of such Lenders’ Pro
        Rata Share or designate new lenders that qualify as Eligible Assignees and
        that
        are reasonably acceptable to Administrative Agent as additional Tranche C
        Lenders hereunder in accordance with this subsection 2.1A(v).  Subject
        to the rights of the existing Lenders set forth above, Company and
        Administrative Agent shall have discretion jointly to adjust the allocation
        of
        the aggregate principal amount of the Tranche C Term Loan Commitments among
        Tranche C Lenders.

       


      
        
          
          

        

        
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      Subject
        to the foregoing, the increase in the Term Loan Commitments requested by
        Company
        shall be effective (the “Tranche C Term Loan Commitment Effective
        Date”) upon delivery to Administrative Agent of each of the following
        documents:  (i) an originally executed copy of an instrument of
        joinder signed by a duly authorized officer of each Tranche C Lender, in
        form
        and substance reasonably acceptable to Administrative Agent, setting forth,
        among other things, the interest rate, maturity date and amortization schedule
        of Tranche C Term Loans; (ii) a Notice of Borrowing, signed by a duly authorized
        officer of Company; (iii) an Officer’s Certificate of Company, in form and
        substance reasonably acceptable to Administrative Agent as to the authority
        of
        the officer executing the instrument of joinder on behalf of Company and
        all
        conditions to such increase having been satisfied; (iv) to the extent requested
        by any Tranche C Lender, executed Tranche C Term Notes issued by Company
        in
        accordance with subsection 2.1E; and (v) any other certificates or documents
        that Administrative Agent shall reasonably request, in form and substance
        reasonably satisfactory to Administrative Agent.  The Tranche C Term
        Loan Commitments shall be in a principal amount equal to (A) the principal
        amount of Tranche C Term Loan Commitments made by existing Lenders and accepted
        by Company in accordance with this subsection 2.1A(v) plus (B) the
        principal amount of Tranche C Term Loan Commitments made by additional Tranche
        C
        Lenders, in either case as adjusted by Company and Administrative Agent pursuant
        to this subsection 2.1A(v).  Upon effectiveness of such increase, the
        Commitments and Pro Rata Share of each Lender will be adjusted to give effect
        to
        the Tranche C Term Loan Commitments.  Notwithstanding anything to the
        contrary in subsection 10.6, Administrative Agent is expressly permitted
        to
        amend the Loan Documents to the extent necessary to give effect to the Tranche
        C
        Term Loan Commitments pursuant to this subsection 2.1A(v).

       


      
        
          
          

        

        
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      B.  Borrowing
        Mechanics.  Loans made as Base Rate Loans on any Funding Date
        (other than Swing Line Loans, Revolving Loans made pursuant to a request
        by any
        Swing Line Lender pursuant to subsection 2.1A(iv) or Revolving Loans made
        pursuant to subsection 3.3B) shall be in an aggregate minimum amount of
        $5,000,000 and multiples of $1,000,000 in excess of that
        amount.  Loans made as Eurodollar Rate Loans on any Funding Date with
        a particular Interest Period shall be in an aggregate minimum amount equal
        to or
        in excess of $5,000,000.  Swing Line Loans made on any Funding Date
        may be in any aggregate amount.  Whenever Company desires that Lenders
        make Term Loans or Revolving Loans it shall deliver to Administrative Agent
        a
        duly executed Notice of Borrowing no later than 2:00 P.M. (New York City
        time) at least (i) three Business Days in advance of the proposed Funding
        Date (in the case of a Eurodollar Rate Loan) or (ii) one Business Day in
        advance of the proposed Funding Date (in the case of a Base Rate
        Loan).  Whenever Company desires that any Swing Line Lender make a
        Swing Line Loan (other than pursuant to subsection 2.1A(iv)(e)), it shall
        deliver to such Swing Line Lender at the Swing Line Funding and Payment Office
        a
        duly executed Notice of Borrowing no later than 2:00 P.M. (New York City
        time) on the proposed Funding Date.  Term Loans and Revolving Loans
        may be continued as or converted into Base Rate Loans and Eurodollar Rate
        Loans
        in the manner provided in subsection 2.2D.  In lieu of delivering
        a Notice of Borrowing, Company may give Administrative Agent (or in the case
        of
        Swing Line Loans, such Swing Line Lender) telephonic notice by the required
        time
        of any proposed borrowing under this subsection 2.1B; provided that such
        notice shall be promptly confirmed in writing by delivery of a duly executed
        Notice of Borrowing to Administrative Agent (and such Swing Line Lender,
        in the
        case of Swing Line Loans) on or before the applicable Funding Date.

       

      Neither
        Administrative Agent nor any Lender (including any Swing Line Lender) shall
        incur any liability to Company in acting upon any telephonic notice referred
        to
        above that Administrative Agent (or any Swing Line Lender, as applicable)
        believes in good faith to have been given by an Officer or other Person
        authorized to borrow on behalf of Company or for otherwise acting in good
        faith
        under this subsection 2.1B or under subsection 2.2D, and upon funding
        of Loans by Lenders, and upon conversion or continuation of the applicable
        basis
        for determining the interest rate with respect to any Loans pursuant to
        subsection 2.2D, in each case in accordance with this Agreement, pursuant
        to any such telephonic notice Company shall have effected Loans or a conversion
        or continuation, as the case may be, hereunder.

       

      Company
        shall notify Administrative Agent (or, in the case of Swing Line Loans, an
        applicable Swing Line Lender) prior to the funding of any Loans in the event
        that any of the matters to which Company is required to certify in the
        applicable Notice of Borrowing is no longer true and correct in all material
        respects as of the applicable Funding Date, and the acceptance by Company
        of the
        proceeds of any Loans shall constitute a re-certification by Company, as
        of the
        applicable Funding Date, as to the matters to which Company is required to
        certify in the applicable Notice of Borrowing.

       


      
        
          
          

        

        
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      Except
        as
        otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
        Borrowing for, or a Notice of Conversion/Continuation for conversion to,
        or
        continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
        shall be irrevocable on and after the date such Notice of Borrowing or Notice
        of
        Conversion/Continuation, as the case may be, is delivered and Company shall
        be
        bound to make a borrowing or to effect a conversion or continuation in
        accordance therewith.

       

      Notwithstanding
        the foregoing provisions of this subsection 2.1B, no initial Tranche B Term
        Loans may be made as Eurodollar Rate Loans and no Tranche B Term Loans may
        be
        converted into a Eurodollar Rate Loan until the third Business Day after
        the
        Closing Date.

       

      C.  Disbursement
        of Funds.  All Term Loans and Revolving Loans shall be made
        by Lenders simultaneously and proportionately to their respective Pro Rata
        Shares, it being understood that neither Administrative Agent nor any Lender
        shall be responsible for any default by any other Lender in that other Lender’s
        obligation to make a Loan requested hereunder nor shall the amount of the
        Commitment of any Lender to make the particular type of Loan requested or
        Pro
        Rata Share of any Lender be increased or decreased as a result of a default
        by
        any other Lender in that other Lender’s obligation to make a Loan requested
        hereunder.  Promptly after receipt by Administrative Agent of a Notice
        of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu
        thereof), Administrative Agent shall notify each Lender for that type of
        Loan.  Each such Lender shall make the amount of its Loan available to
        Administrative Agent at the Funding and Payment Office not later than
        12:00 Noon (New York City time) on the applicable Funding Date in same day
        funds in Dollars.  Except as provided in subsection 2.1A(iv) and
        subsection 3.3B with respect to Revolving Loans used to repay Refunded
        Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing
        under a Revolving Letter of Credit issued by it, upon satisfaction or waiver
        of
        the conditions precedent specified in subsections 4.1 (in the case of Loans
        made on the Closing Date) and 4.2 (in the case of all Loans), Administrative
        Agent shall make the proceeds of such Loans available to Company on the
        applicable Funding Date by causing an amount of same day funds in Dollars
        equal
        to the proceeds of all such Loans received by Administrative Agent from Lenders
        to be credited to the account designated by Company in the applicable Notice
        of
        Borrowing.

       

      Promptly
        after receipt by any Swing Line Lender of a Notice of Borrowing pursuant
        to
        subsection 2.1B (or telephonic notice in lieu thereof), such Swing Line
        Lender shall make the amount of its Swing Line Loan available to Company
        not
        later than 2:00 P.M. (New York City time) on the applicable Funding Date,
        in each case in same day funds in Dollars, at the Swing Line Funding and
        Payment
        Office.  Except as set forth in subsection 2.1A(iv)(e), such Swing
        Line Lender shall make the proceeds of any Swing Line Loan available to Company
        on the applicable Funding Date by causing an amount of same day funds, in
        Dollars, equal to the proceeds of such Swing Line Loan to be credited to
        the
        account designated by Company in the applicable Notice of
        Borrowing.

       


      
        
          
          

        

        
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      Unless
        Administrative Agent shall have been notified by any Lender prior to a Funding
        Date that such Lender does not intend to make available to Administrative
        Agent
        the amount of such Lender’s Loan requested on such Funding Date, Administrative
        Agent may assume that such Lender has made such amount available to
        Administrative Agent on such Funding Date and Administrative Agent may, in
        its
        sole discretion, but shall not be obligated to, make available to Company
        a
        corresponding amount on such Funding Date.  If such corresponding
        amount is not in fact made available to Administrative Agent by such Lender,
        Administrative Agent shall be entitled to recover such corresponding amount
        on
        demand from such Lender together with interest thereon, for each day from
        such
        Funding Date until the date such amount is paid to Administrative Agent,
        at the
        customary rate set by Administrative Agent for the correction of errors among
        banks for three Business Days and thereafter at the Base Rate.  If
        such Lender does not pay such corresponding amount forthwith upon Administrative
        Agent’s demand therefor, Administrative Agent shall promptly notify Company and
        Company shall immediately pay such corresponding amount to Administrative
        Agent
        together with interest thereon, for each day from such Funding Date until
        the
        date such amount is paid to Administrative Agent, at the rate payable under
        this
        Agreement for Base Rate Loans.  Nothing in this subsection 2.1C
        shall be deemed to relieve any Lender from its obligation to fulfill its
        Commitments hereunder or to prejudice any rights that Company may have against
        any Lender as a result of any default by such Lender hereunder.

       

      D.  The
        Register.  Administrative Agent, acting for these purposes
        solely as an agent of Company (it being acknowledged that Administrative
        Agent,
        in such capacity, and its officers, directors, employees, agent and affiliates
        shall constitute Indemnitees under subsection 10.3), shall maintain (and
        make available for inspection by Company and any Joint-Lead Arranger upon
        reasonable prior notice at reasonable times) at its address referred to in
        subsection 10.8 a register for the recordation of, and shall record, the
        names and addresses of Lenders and the respective amounts of the Tranche
        A Term
        Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan
        Commitment,  Revolving Loan Commitment, Swing Line Loan Commitment,
        Tranche A Term Loan, Tranche B Term Loan, Tranche C Term Loan, Revolving
        Loans
        and Swing Line Loans of each Lender from time to time (the
“Register”).  Company, Administrative Agent and
        Lenders shall deem and treat the Persons listed as Lenders in the Register
        as
        the holders and owners of the corresponding Commitments and Loans listed
        therein
        for all purposes hereof; all amounts owed with respect to any Commitment
        or Loan
        shall be owed to the Lender listed in the Register as the owner thereof;
        and any
        request, authority or consent of any Person who, at the time of making such
        request or giving such authority or consent, is listed in the Register as
        a
        Lender shall be conclusive and binding on any subsequent holder, assignee
        or
        transferee of the corresponding Commitments or Loans.  Each Lender
        shall record on its internal records the amount of its Loans and Commitments
        and
        each payment in respect hereof, and any such recordation shall be conclusive
        and
        binding on Company, absent manifest error, subject to the entries in the
        Register, which shall, absent manifest error, govern in the event of any
        inconsistency with any Lender’s records.  Failure to make any
        recordation in the Register or in any Lender’s records, or any error in such
        recordation, shall not affect any Loans or Commitments or any Obligations
        in
        respect of any Loans.

       


      
        
          
          

        

        
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      E.  Optional
        Notes.  If so requested by any Lender by written notice to
        Company at least two Business Days prior to the Closing Date or at any time
        thereafter, Company shall execute and deliver to such Lender (and/or, if
        applicable and if so specified in such notice, to any Person who is an assignee
        of such Lender pursuant to subsection 10.1) on the Closing Date (or, if
        such notice is delivered after the Closing Date, promptly after Company’s
        receipt of such notice) a promissory note or promissory notes to evidence
        such
        Lender’s Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Tranche C
        Term Loans or Swing Line Loans, substantially in the form of
Exhibit V, Exhibit VI, Exhibit VII,
Exhibit VIII, and Exhibit IX, annexed hereto, respectively, with
        appropriate insertions.

       

      
        	
                2.2  

              	
                Interest
                  on the Loans.

              


      

       

      A.  Rate
        of Interest.  Subject to the provisions of
        subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall
        bear interest on the unpaid principal amount thereof from the date made through
        maturity (whether by acceleration or otherwise) at a rate determined by
        reference to the Base Rate or the Eurodollar Rate.  Subject to the
        provisions of subsection 2.7, each Swing Line Loan shall bear interest on
        the
        unpaid principal amount thereof from the date made through maturity (whether
        by
        acceleration or otherwise) at a rate determined by reference to the Base
        Rate.  The applicable basis for determining the rate of interest with
        respect to any Term Loan or any Revolving Loan shall be selected by Company
        initially at the time a Notice of Borrowing is given with respect to such
        Loan
        pursuant to subsection 2.1B, and the basis for determining the interest
        rate with respect to any Term Loan or any Revolving Loan may be changed from
        time to time pursuant to subsection 2.2D; provided, however,
        that Loans made on the Closing Date shall be Base Rate Loans.  If on
        any day a Term Loan or Revolving Loan is outstanding with respect to which
        notice has not been delivered to Administrative Agent in accordance with
        the
        terms of this Agreement specifying the applicable basis for determining the
        rate
        of interest, then for that day that Loan shall bear interest determined by
        reference to the Base Rate.

       

      (i)  Subject
        to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term
        Loans and the Revolving Loans shall bear interest through maturity as
        follows:

       

      (a)  if
        a Base
        Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set
        forth in the table below opposite the applicable Consolidated Leverage Ratio
        for
        the four Fiscal Quarter period for which the applicable Pricing Certificate
        has
        been delivered pursuant to subsection 6.1(iv); or

       

      (b)  if
        a
        Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the
        Eurodollar Rate Margin set forth in the table below opposite the applicable
        Consolidated Leverage Ratio for the four Fiscal Quarter period for which
        the
        applicable Pricing Certificate has been delivered pursuant to
        subsection 6.1(iv):

       


      
        
          
          

        

        
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                Consolidated
                  Leverage Ratio

              	
                Eurodollar
                  Rate Margin

              	
                Base
                  Rate Margin

              
	
                Greater
                  than

                Or
                  equal to

              	
                3.5:1.0

              	
                2.25%

              	
                1.25%

              
	
                Greater
                  than or equal to

                but
                  less than

              	
                2.5:1.0

                3.5:1.0

              	
                2.00%

              	
                1.00%

              
	
                Greater
                  than or equal to

                but
                  less than

              	
                2.0:1.0

                2.5:1.0

              	
                1.75%

              	
                0.75%

              
	
                Greater
                  than or equal to

                but
                  less than

              	
                1.5:1.0

                2.0:1.0

              	
                1.25%

              	
                0.25%

              
	
                Less
                  than

              	
                1.5:1.0

              	
                1.00%

              	
                0%

              


      

      


       

      ;
        provided that until the delivery of the first Pricing Certificate after
        the six-month anniversary of the Closing Date, the applicable margin for
        Tranche
        A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be
        2.00%
        per annum and for Tranche A Term Loans and Revolving Loans that are Base
        Rate
        Loans shall be 1.00% per annum.

       

      (ii)  Subject
        to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term
        Loans shall bear interest through maturity as follows:

       

      (a)  if
        a Base
        Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set
        forth in the table below opposite the applicable Consolidated Leverage Ratio
        for
        the four Fiscal Quarter period for which the applicable Pricing Certificate
        has
        been delivered pursuant to subsection 6.1(iv); or

       

      (b)  if
        a
        Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the
        Eurodollar Rate Margin set forth in the table below opposite the applicable
        Consolidated Leverage Ratio for the four Fiscal Quarter period for which
        the
        applicable Pricing Certificate has been delivered pursuant to
        subsection 6.1(iv):

       

      
        	 	
                Consolidated
                  Leverage Ratio

              	
                Eurodollar
                  Rate Margin

              	
                Base
                  Rate Margin

              
	
                Greater
                  than or equal to

              	
                2.5:1.0

              	
                2.75%

              	
                1.75%

              
	
                Greater
                  than

                but
                  less than

              	
                2.0:1.0

                2.5:1.0

              	
                2.50%

              	
                1.50%

              
	
                Less
                  than or equal to

              	
                2.0:1.0

              	
                2.25%

              	
                1.25%

              


      

      


       


      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      


      


       

      ;
        provided that until the delivery of the first Pricing Certificate after
        the six-month anniversary of the Closing Date, the applicable margin for
        Tranche
        B Term Loans that are Eurodollar Rate Loans shall be 2.75% per annum and
        for
        Tranche B Term Loans that are Base Rate Loans shall be 1.75% per
        annum.

       

      (iii)  Upon
        delivery of the Pricing Certificate by Company to Administrative Agent pursuant
        to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin
        shall be adjusted, such adjustment to become effective on the third succeeding
        Business Day following the receipt by Administrative Agent of such Pricing
        Certificate (subject to the provisions of the foregoing clauses (i) and
        (ii)); provided that, if at any time a Pricing Certificate is not
        delivered at the time required pursuant to subsection 6.1(iv), from the
        time such Pricing Certificate was required to be delivered until the third
        Business Day succeeding delivery of such Pricing Certificate, the applicable
        margins shall be the maximum percentage amount for the relevant Loan set
        forth
        above.

       

      (iv)  Subject
        to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans
        shall
        bear interest through maturity at the sum of the Base Rate plus the applicable
        Base Rate Margin for Revolving Loans minus a rate equal to the commitment
        fee
        percentage then in effect as determined pursuant to
        subsection 2.3A.

       

      B.  Interest
        Periods.  In connection with each Eurodollar Rate Loan,
        Company may, pursuant to the applicable Notice of Borrowing or Notice of
        Conversion/Continuation, as the case may be, select an interest period (each
        an
“Interest Period”) to be applicable to such Loan, which
        Interest Period shall be, at Company’s option, either a one, two, three, six or,
        if deposits in the interbank Eurodollar market are generally available for
        such
        period (as determined by each Lender making, converting to or continuing
        such
        Eurodollar Rate Loan), nine or twelve-month period; provided
        that:

       

      (i)  the
        initial Interest Period for any Eurodollar Rate Loan shall commence on the
        Funding Date in respect of such Loan, in the case of a Loan initially made
        as a
        Eurodollar Rate Loan or on the date specified in the applicable Notice of
        Conversion/Continuation, in the case of a Loan converted to a Eurodollar
        Rate
        Loan;

       

      (ii)  in
        the
        case of immediately successive Interest Periods applicable to a Eurodollar
        Rate
        Loan continued as such pursuant to a Notice of Conversion/Continuation, each
        successive Interest Period shall commence on the day on which the next preceding
        Interest Period expires;

       

      (iii)  if
        an
        Interest Period would otherwise expire on a day that is not a Business Day,
        such
        Interest Period shall expire on the next succeeding Business Day;
provided that, if any Interest Period would otherwise expire on a day
        that is not a Business Day but is a day of the month after which no further
        Business Day occurs in such month, such Interest Period shall expire on the
        next  preceding Business Day;

       


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


      


       

      (iv)  any
        Interest Period that begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of such Interest Period) shall, subject to clause (v) of this
        subsection 2.2B, end on the last Business Day of a calendar
        month;

       

      (v)  no
        Interest Period with respect to any portion of the Tranche A Term Loans shall
        extend beyond the Tranche A Term Loan Maturity Date, no Interest Period with
        respect to any portion of the Tranche B Term Loans shall extend beyond the
        Tranche B Term Loan Maturity Date, no Interest Period
        with
        respect to any portion of the Tranche C Term Loans shall extend beyond the
        Tranche C Term Loan Maturity Date, and no Interest Period with respect to
        any
        portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment
        Termination Date;

       

      (vi)  no
        Interest Period with respect to any type of Term Loans shall extend beyond
        a
        date on which Company is required to make a scheduled payment of principal
        of
        such type of Term Loans unless the sum of (a) the aggregate principal
        amount of such type of Term Loans that are Base Rate Loans plus
        (b) the aggregate principal amount of such type of Term Loans that are
        Eurodollar Rate Loans with Interest Periods expiring on or before such date
        equals or exceeds the principal amount required to be paid on such type of
        Term
        Loans on such date;

       

      (vii)  there
        shall be no more than ten Interest Periods outstanding at any time;
        and

       

      (viii)  in
        the
        event Company fails to specify an Interest Period for any Eurodollar Rate
        Loan
        in the applicable Notice of Borrowing or Notice of Conversion/Continuation,
        Company shall be deemed to have selected an Interest Period of one
        month.

       

      C.  Interest
        Payments.  Subject to the provisions of subsection 2.2E,
        interest on each Loan shall be payable in arrears on and to each Interest
        Payment Date applicable to that Loan, upon any prepayment of that Loan (to
        the
        extent accrued on the amount being prepaid), and at maturity (including final
        maturity); provided that in the event any Swing Line Loans or any
        Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection
        2.4B(i), interest accrued on such Loans through the date of such prepayment
        shall be payable on the next succeeding Interest Payment Date applicable
        to Base
        Rate Loans (or, if earlier, at final maturity).

       


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


      


       

      D.  Conversion
        or Continuation.  Subject to the provisions of
        subsection 2.6, Company shall have the option (i) to convert at any
        time all or any part of its outstanding Term Loans equal to or in excess
        of
        $5,000,000 or all or any part of its outstanding Revolving Loans equal to
        $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans
        bearing interest at a rate determined by reference to one basis to Loans
        bearing
        interest at a rate determined by reference to an alternative basis or
        (ii) upon the expiration of any Interest Period applicable to a Eurodollar
        Rate Loan that is a Term Loan, to continue all or any portion of such Loan
        equal
        to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration
        of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving
        Loan, to continue all or any portion of such Loan equal to $5,000,000 and
        multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan;
        provided, however, that a Eurodollar Rate Loan may only be
        converted into a Base Rate Loan on the expiration date of an Interest Period
        applicable thereto.

       

      Company
        shall deliver a duly executed Notice of Conversion/Continuation to
        Administrative Agent no later than 2:00 P.M. (New York City time) at least
        (i) one Business Day in advance of the proposed conversion date (in the
        case of a conversion to a Base Rate Loan) or (ii) three Business Days in
        advance of the proposed conversion/continuation date (in the case of a
        conversion to, or a continuation of, a Eurodollar Rate Loan).  In lieu
        of delivering a Notice of Conversion/Continuation, Company may give
        Administrative Agent telephonic notice by the required time of any proposed
        conversion/continuation under this subsection 2.2D; provided that
        such notice shall be promptly confirmed in writing by delivery of a duly
        executed Notice of Conversion/Continuation to Administrative Agent on or
        before
        the proposed conversion/continuation date.  Administrative Agent shall
        notify each Lender of any Loan subject to a Notice of
        Conversion/Continuation.

       

      Except
        as
        otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
        Conversion/Continuation for conversion to, or continuation of, a Eurodollar
        Rate
        Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company
        shall be bound to effect a conversion or continuation in accordance
        therewith.

       


      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      


      


       

      E.  Default
        Rate.  From and after the occurrence and during the
        continuation of any Event of Default, upon notice by Administrative Agent
        at the
        direction of Requisite Lenders, the outstanding principal amount of all Loans
        and, to the extent permitted by applicable law, any interest payments thereon
        not paid when due and any fees and other amounts then due and payable hereunder,
        shall thereafter bear interest (including post-petition interest in any
        proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
        payable upon demand by Administrative Agent at a rate that is 2% per annum
        in
        excess of the interest rate otherwise payable under this Agreement with respect
        to the applicable Loans (or, in the case of any such fees and other amounts,
        at
        a rate which is 2% per annum in excess of the interest rate otherwise payable
        under this Agreement for Base Rate Loans); provided that, in the case of
        Eurodollar Rate Loans, upon the expiration of the Interest Period in effect
        at
        the time any such increase in interest rate is effective such Eurodollar
        Rate
        Loans shall thereupon become Base Rate Loans and shall thereafter bear interest
        payable upon demand by Administrative Agent at a rate which is 2% per annum
        in
        excess of the interest rate otherwise payable under this Agreement for Base
        Rate
        Loans.  Payment or acceptance of the increased rates of interest
        provided for in this subsection 2.2E is not a permitted alternative to
        timely payment and shall not constitute a waiver of any Event of Default
        or
        otherwise prejudice or limit any rights or remedies of Administrative Agent
        or
        any Lender.

       

      F.  Computation
        of Interest.  Interest on the Loans shall be computed
        (i) in the case of Base Rate Loans, on the basis of a 365-day or 366-day
        year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on
        the basis of a 360-day year, in each case for the actual number of days elapsed
        in the period during which it accrues.  In computing interest on any
        Loan, the date of the making of such Loan or the first day of an Interest
        Period
        applicable to such Loan or, with respect to a Base Rate Loan being converted
        from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate
        Loan
        to such Base Rate Loan, as the case may be, shall be included, and the date
        of
        payment of such Loan or the expiration date of an Interest Period applicable
        to
        such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
        Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar
        Rate
        Loan, as the case may be, shall be excluded; provided that if a Loan is
        repaid on the same day on which it is made, one day’s interest shall be paid on
        that Loan.

       

      G.  Maximum
        Rate.  Notwithstanding the foregoing provisions of this
        subsection 2.2, in no event shall the rate of interest payable by Company
        with respect to any Loan exceed the maximum rate of interest permitted to
        be
        charged under applicable law.

       


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      


      


       

      
        	
                2.3  

              	
                Fees.

              


      

       

      A.  Commitment
        Fees.  Company agrees to pay to Administrative Agent, for
        distribution to each Revolving Lender in proportion to that Lender’s Pro Rata
        Share, commitment fees for the period from and including the Closing Date
        to and
        excluding the Revolving Loan Commitment Termination Date equal to the average
        of
        the daily excess of the Revolving Loan Commitment Amount over the sum of
        (i) the
        aggregate principal amount of outstanding Revolving Loans (but not any
        outstanding Swing Line Loans) plus (ii) the Revolving Letter of
        Credit Usage multiplied by a rate per annum equal to the percentage set
        forth in the table below opposite the Consolidated Leverage Ratio for the
        four
        Fiscal Quarter period for which the applicable Pricing Certificate has been
        delivered pursuant to subsection 6.1(iv):

       

      
        	
                Consolidated

                Leverage
                  Ratio

              	
                Commitment

                Fee
                  Percentage

              
	
                3.5:1.0
                  or greater

              	
                0.500%

              
	
                2.0:1.0
                  or greater

                but
                  less than 3.5:1.0

              	
                0.375%

              
	
                Less
                  than 2.0:1.0

              	
                0.250%

              


      

      


       

      ,
        such
        commitment fees to be calculated on the basis of a 365/366-day year and the
        actual number of days elapsed and to be payable quarterly in arrears on the
        last
        Business Day of each of each Fiscal Quarter of each Fiscal Year, commencing
        on
        December 28, 2007, and on the Revolving Loan Commitment Termination Date;
        provided that until the delivery of the first Pricing Certificate after
        the six-month anniversary of the Closing Date, the applicable commitment
        fee
        percentage shall be 0.375% per annum.  Upon delivery of the Pricing
        Certificate by Company to Administrative Agent pursuant to
        subsection 6.1(iv), the applicable commitment fee percentage shall be
        adjusted, such adjustment to become effective on the third succeeding Business
        Day following the receipt by Administrative Agent of such Pricing Certificate;
        provided that, if at any time a Pricing Certificate is not delivered at
        the time required pursuant to subsection 6.1(iv), from the time such
        Pricing Certificate was required to be delivered until delivery of such Pricing
        Certificate, the applicable commitment fee percentage shall be the maximum
        percentage amount set forth above.

       

      B.  Other
        Fees.  Company agrees to pay to Administrative Agent such
        fees in the amounts and at the times separately agreed upon between Company
        and
        Administrative Agent.

       


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      


       

      
        	
                2.4  

              	
                Repayments,
                  Prepayments and Reductions of Revolving Loan Commitment Amount;
                  General
                  Provisions Regarding Payments; Application of Proceeds of Collateral
                  and
                  Payments Under Subsidiary
                  Guaranty.

              


      

       

      A.  Scheduled
        Payments of Term Loans.

       

      (i)  Scheduled
        Payments of Tranche A Term Loans.  Company shall make principal
        payments on the Tranche A Term Loans in installments on the dates and in
        the
        amounts set forth below:

       

      
        	
                Date

              	
                Scheduled
                  Repayment

              
	
                December
                  28, 2007

              	
                $13,750,000

              
	
                March
                  28, 2008

              	
                $13,750,000

              
	
                June
                  27, 2008

              	
                $13,750,000

              
	
                September
                  26, 2008

              	
                $13,750,000

              
	
                January
                  2, 2009

              	
                $13,750,000

              
	
                April
                  3, 2009

              	
                $13,750,000

              
	
                July
                  3, 2009

              	
                $13,750,000

              
	
                October
                  2, 2009

              	
                $13,750,000

              
	
                January
                  1, 2010

              	
                $27,500,000

              
	
                April
                  2, 2010

              	
                $27,500,000

              
	
                July
                  2, 2010

              	
                $27,500,000

              
	
                October
                  1, 2010

              	
                $27,500,000

              
	
                December
                  31, 2010

              	
                $27,500,000

              
	
                April
                  1, 2011

              	
                $27,500,000

              
	
                July
                  1, 2011

              	
                $27,500,000

              
	
                September
                  30, 2011

              	
                $27,500,000

              
	
                December
                  30, 2011

              	
                $192,500,000

              
	
                March
                  30, 2012

              	
                $192,500,000

              
	
                June
                  29, 2012

              	
                $192,500,000

              
	
                Tranche
                  A Term Loan Maturity Date

              	
                $192,500,000

              


      

      



      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      


      


      ;
provided
        that the
        scheduled installments of principal of the Tranche A Term Loans set forth
        above
        shall be reduced in connection with any voluntary or mandatory prepayments
        of
        the Tranche A Term Loans in accordance with subsection 2.4B(iv); and
provided further, that the Tranche A Term Loans and all other
        amounts owed hereunder with respect to the Tranche A Term Loans shall be
        paid in
        full no later than the Tranche A Term Loan Maturity Date, and the final
        installment payable by Company in respect of the Tranche A Term Loans on
        such
        date shall be in an amount, if such amount is different from that specified
        above, sufficient to repay all amounts owing by Company under this Agreement
        with respect to the Tranche A Term Loans.


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


      


      


      (ii)  Scheduled
        Payments of Tranche B Term Loans.  Company shall make principal
        payments on the Tranche B Term Loans in installments on the dates and in
        the
        amounts set forth below:

       

      
        	
                Date

              	
                Scheduled
                  Repayment

              
	
                December
                  28, 2007

              	
                $750,000

              
	
                March
                  28, 2008

              	
                $750,000

              
	
                June
                  27, 2008

              	
                $750,000

              
	
                September
                  26, 2008

              	
                $750,000

              
	
                January
                  2, 2009

              	
                $750,000

              
	
                April
                  3, 2009

              	
                $750,000

              
	
                July
                  3, 2009

              	
                $750,000

              
	
                October
                  2, 2009

              	
                $750,000

              
	
                January
                  1, 2010

              	
                $750,000

              
	
                April
                  2, 2010

              	
                $750,000

              
	
                July
                  2, 2010

              	
                $750,000

              
	
                October
                  1, 2010

              	
                $750,000

              
	
                December
                  31, 2010

              	
                $750,000

              
	
                April
                  1, 2011

              	
                $750,000

              
	
                July
                  1, 2011

              	
                $750,000

              
	
                September
                  30, 2011

              	
                $750,000

              
	
                December
                  30, 2011

              	
                $750,000

              
	
                March
                  30, 2012

              	
                $750,000

              
	
                June
                  29, 2012

              	
                $71,625,000

              
	
                September
                  28, 2012

              	
                $71,625,000

              
	
                December
                  28, 2012

              	
                $71,625,000

              
	
                Tranche
                  B Term Loan Maturity Date

              	
                $71,625,000

              


      

      



      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      


      


      


      ;
provided
        that the
        scheduled installments of principal of the Tranche B Term Loans set forth
        above
        shall be reduced in connection with any voluntary or mandatory prepayments
        of
        the Tranche B Term Loans in accordance with subsection 2.4B(iv); and
provided further, that the Tranche B Term Loans and all other
        amounts owed hereunder with respect to the Tranche B Term Loans shall be
        paid in
        full no later than the Tranche B Term Loan Maturity Date, and the final
        installment payable by Company in respect of the Tranche B Term Loans on
        such
        date shall be in an amount, if such amount is different from that specified
        above, sufficient to repay all amounts owing by Company under this Agreement
        with respect to the Tranche B Term Loans.

      


      B.  Prepayments
        and Unscheduled Reductions in Revolving Loan Commitments.

       

      (i)  Voluntary
        Prepayments.  Company may, upon written or telephonic notice to
        any Swing Line Lender on or prior to 2:00 P.M. (New York City time) on the
        date of prepayment, which notice, if telephonic, shall be promptly confirmed
        in
        writing, at any time and from time to time prepay any Swing Line Loan of
        that
        Swing Line Lender on any Business Day in whole or in part in any aggregate
        amount.  Company may, upon not less than one Business Day’s prior
        written or telephonic notice, in the case of Base Rate Loans, and three Business
        Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans,
        in each case given to Administrative Agent by 2:00 P.M. (New York City
        time) on the date required and, if given by telephone, promptly confirmed
        in
        writing to Administrative Agent, who will promptly notify each Lender whose
        Loans are to be prepaid of such prepayment, at any time and from time to
        time
        prepay, without premium or penalty (except as provided in subsection 2.6D),
        any Term Loans or Revolving Loans on any Business Day in whole or in part
        in an
        aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess
        of
        that amount.  All written notices delivered pursuant to this
        subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all
        notices whether written or telephonic delivered pursuant to this subsection
        2.4B(i) shall be irrevocable, and once given as aforesaid, the principal
        amount
        of the Loans specified in such notice shall become due and payable on the
        prepayment date specified therein.  Any such voluntary prepayment
        shall be applied as specified in subsection 2.4B(iv).

       


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      


      


       

      (ii)  Voluntary
        Reductions of Revolving Loan Commitments.  Company may, upon not
        less than five Business Days’ prior written or telephonic notice confirmed in
        writing to Administrative Agent or upon such lesser number of days’ prior
        written or telephonic notice, as determined by Administrative Agent in its
        sole
        discretion, at any time and from time to time terminate in whole or permanently
        reduce in part, without premium or penalty, the Revolving Loan Commitment
        Amount
        in an amount up to the amount by which the Revolving Loan Commitment Amount
        exceeds the Total Utilization of Revolving Loan Commitments at the time of
        such
        proposed termination or reduction; provided that any such partial
        reduction of the Revolving Loan Commitment Amount shall be in an aggregate
        minimum amount of $2,000,000 and multiples of $500,000 in excess of that
        amount.  Company’s notice to Administrative Agent (who will promptly
        notify each Revolving Lender of such notice) shall designate the date (which
        shall be a Business Day) of such termination or reduction and the amount
        of any
        partial reduction, and such termination or reduction shall be effective on
        the
        date specified in Company’s notice and shall reduce the amount of the Revolving
        Loan Commitment of each Revolving Lender proportionately to its Pro Rata
        Share.  In addition, Company may, upon not less than five Business
        Days’ prior written or telephonic notice confirmed in writing to Administrative
        Agent or upon such lesser number of days’ prior written or telephonic notice, as
        determined by Administrative Agent in its sole discretion, at any time and
        from
        time to time terminate in whole or permanently reduce in part, without premium
        or penalty, the Swing Line Loan Commitment; provided that any such
        partial reduction of the Swing Line Loan Commitment shall be in an aggregate
        minimum amount of $2,000,000 and multiples of $500,000 in excess of that
        amount.  Company’s notice to Administrative Agent (who will promptly
        notify each Revolving Lender of such notice) shall designate the date (which
        shall be a Business Day) of such termination or reduction and the amount
        of any
        partial reduction, and such termination or reduction shall be effective on
        the
        date specified in Company’s notice and shall reduce the amount of the Swing Line
        Loan Commitment of each Swing Line Lender proportionately.

       

      (iii)  Mandatory
        Prepayments.  The Loans shall be prepaid in the amounts and under
        the circumstances set forth below, all such prepayments to be applied as
        set
        forth below or as more specifically provided in
        subsection 2.4B(iv) and subsection 2.4D:

       


      
        
          
          

        

        
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      (a)  Prepayments
        From Net Asset Sale Proceeds.  No later than the fifth Business
        Day following the date of receipt by Company or any of its Subsidiaries of
        any
        Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either
        (1)
        prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds
        or
        (2), so long as no Potential Event of Default or Event of Default shall have
        occurred and be continuing and to the extent that aggregate Net Asset Sale
        Proceeds from the Closing Date through the date of determination do not exceed
        $50,000,000, deliver to Administrative Agent an Officer’s Certificate setting
        forth (A) that portion of such Net Asset Sale Proceeds that Company or such
        Subsidiary intends to (x) reinvest in equipment or other productive assets
        of
        the general type used in the business of Company and its Subsidiaries or
        reasonably similar or related to the nature or type of property and assets
        of
        Company and its Subsidiaries or (y) invest in a Person having property or
        assets
        of a similar nature or type as, or engaged in a similar business as, Company
        and
        its Subsidiaries, in each case within 365 days of such date of receipt and
        (B)
        the proposed use of such portion of the Net Asset Sale Proceeds and such
        other
        information with respect to such reinvestment as Administrative Agent may
        reasonably request, and Company shall, or shall cause one or more of its
        Subsidiaries to, promptly and diligently apply such portion to such reinvestment
        purposes.  In addition, Company shall, no later than 365 days after
        receipt of such Net Asset Sale Proceeds that have not theretofore been applied
        to the Obligations or that have not been so reinvested as provided above,
        make
        an additional prepayment of the Loans in the full amount of all such Net
        Asset
        Sale Proceeds.

       

      (b)  Prepayments
        from Net Insurance/Condemnation Proceeds.  No later than the fifth
        Business Day following the date of receipt by Administrative Agent or by
        Company
        or any of its Subsidiaries of any Net
        Insurance/Condemnation Proceeds that are required to be applied to prepay
        the
        Loans pursuant to the provisions of subsection 6.4C, Company shall prepay
        the Loans in an aggregate amount equal to the amount of such Net
        Insurance/Condemnation Proceeds.

       


      
        
          
          

        

        
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      (c)  Prepayments
        Due to Issuance of Equity Securities.  No later than the fifth
        Business Days following the date of receipt of the Net Securities Proceeds
        from
        the issuance of any Capital Stock of Company or of any Subsidiary of Company
        (other than (1) the issuance of such Capital Stock (A) to finance a Permitted
        Acquisition, (B) to directors and employees of Company and its Subsidiaries
        pursuant to written employee benefit plans approved by Company’s Governing Body
        and pursuant to the exercise of options or warrants issued under any such
        plan,
        (C) to Company or any of its Subsidiaries, (D) to qualify members of a Governing
        Body of any such Subsidiary if required by applicable law or (E) on a pro
        rata
        basis to the equity holders of a non-wholly owned Subsidiary; or (2) any
        capital
        contribution to Company or any Subsidiary of Company by any holder of Capital
        Stock thereof after the Closing Date), Company shall prepay the Loans in
        an
        aggregate amount equal to 50% of such Net Securities Proceeds; provided
        that (A) such percentage shall be reduced to 0% if the Consolidated Leverage
        Ratio as of the last day of the immediately preceding four-Fiscal Quarter
        period
        is less than 2.50:1.00 and (B) such percentage shall equal 100% at any time
        after the occurrence and during the continuance of an Event of
        Default.

       

      (d)  Prepayments
        Due to Issuance of Indebtedness.  No later than the fifth Business
        Day following the date of receipt of the Net Securities Proceeds from the
        issuance of any Indebtedness of Company or any of its Subsidiaries after
        the
        Closing Date, other than Indebtedness permitted pursuant to subsection 7.1,
        Company shall prepay the Loans in an aggregate amount equal to 100% of such
        Net
        Securities Proceeds; provided that (A) such percentage shall be reduced
        to 50% if the Consolidated Leverage Ratio as of the last day of the immediately
        preceding four-Fiscal Quarter period is less than 2.50:1.00 and (B) such
        percentage shall equal 100% at any time after the occurrence and during the
        continuance of an Event of Default.

       

      (e)  Prepayments
        from Consolidated Excess Cash Flow.  In the event that there shall
        be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal
        Year 2008), Company shall, no later than 100 days after the end of such Fiscal
        Year, prepay the Loans in an aggregate amount equal to 50% of such Consolidated
        Excess Cash Flow; provided that (A) such percentage shall be reduced to
        0% if the Consolidated Leverage Ratio as of the last day of such Fiscal Year
        is
        less than 2.50:1.00 and (B) such percentage shall equal 100% at any time
        after the occurrence and during the continuance of an Event of
        Default.

       


      
        
          
          

        

        
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      (f)  Calculations
        of Net Proceeds Amounts; Additional Prepayments Based on Subsequent
        Calculations.  Concurrently with any prepayment of the Loans
        pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to
        Administrative Agent an Officer’s Certificate demonstrating the calculation of
        the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
        Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the
        case
        may be, that gave rise to such prepayment.  In the event that Company
        shall subsequently determine that the actual amount was greater than the
        amount
        set forth in such Officer’s Certificate, Company shall promptly make an
        additional prepayment of the Loans in an amount equal to the amount of such
        excess, and Company shall concurrently therewith deliver to Administrative
        Agent
        an Officer’s Certificate demonstrating the derivation of the additional amount
        resulting in such excess.

       

      (g)  Prepayments
        Due to Reductions of Revolving Loan Commitment Amount.  Company
        shall from time to time prepay first the Swing Line Loans and second the
        Revolving Loans (and, after prepaying all Revolving Loans, Cash collateralize
        any outstanding Revolving Letters of Credit by depositing the requisite amount
        in the Collateral Account) to the extent necessary so that the Total Utilization
        of Revolving Loan Commitments shall not at any time exceed the Revolving
        Loan
        Commitment Amount then in effect.  For purposes of calculating the
        Total Utilization of Revolving Loan Commitments, any Revolving Letters of
        Credit
        denominated in a currency other than Dollars shall be valued by Administrative
        Agent based on the applicable Exchange Rate for such currency as of the
        applicable date of determination once per calendar quarter or at such other
        times as reasonably determined by Administrative Agent.

       

      (iv)  Application
        of Prepayments.

       

      (a)  Application
        of Voluntary Prepayments by Type of Loans and Order of
        Maturity.  Any voluntary prepayments pursuant to
        subsection 2.4B(i) shall be applied as specified by Company in the
        applicable notice of prepayment; provided that in the event Company fails
        to specify the Loans to which any such prepayment shall be applied, such
        prepayment shall be applied first, to repay outstanding Swing Line Loans
        to the full extent thereof, second, to repay outstanding Revolving Loans
        to the full extent thereof and third, to repay outstanding Term Loans to
        the full extent thereof.  Any voluntary prepayments of the Term Loans
        pursuant to subsection 2.4B(i) shall be applied to prepay the Tranche
        A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a
        pro rata basis (in accordance with the respective outstanding
        principal amounts thereof) and to reduce the scheduled installments of principal
        of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans
        in
        forward chronological order.

       


      
        
          
          

        

        
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      (b)  Application
        of Mandatory Prepayments by Type of Loans.  Except as provided in
        subsection 2.4D, any amount required to be applied as a mandatory
        prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(f) shall be
        applied first to prepay the Term Loans to the full extent thereof,
second, to the extent of any remaining portion of such amount,
        to prepay
        the Swing Line Loans to the full extent thereof, and third, to the extent
        of any remaining portion of such amount, to prepay the Revolving Loans to
        the
        full extent thereof.

       

      (c)  Application
        of Mandatory Prepayments of Term Loans to Tranche A Term Loans, Tranche B
        Term
        Loans, Tranche C Term Loans and the Scheduled Installments of Principal
        Thereof.  Except as provided in subsection 2.4D, any
        mandatory prepayments of the Term Loans pursuant to
        subsection 2.4B(iii) shall be applied to prepay the Tranche A Term
        Loans, the Tranche B Term Loans and the Tranche C Term Loans on a
prorata basis (in accordance with the respective outstanding
        principal amounts thereof) and shall be applied on a prorata basis
        (in accordance with the respective outstanding principal amounts thereof)
        to
        each scheduled installment of principal of the Tranche A Term Loans, the
        Tranche
        B Term Loans or the Tranche C Term Loans, as the case may be, that is unpaid
        at
        the time of such prepayment. Notwithstanding the foregoing, in the case of
        any
        mandatory prepayment of the Tranche B Term Loans or the Tranche C Term Loans,
        Lenders of the Tranche B Term Loans and the Tranche C Term Loans may waive
        the
        right to receive the amount of such mandatory prepayment of the Tranche B
        Term
        Loans or Tranche C Term Loans, as the case may be.  If any Lender or
        Lenders elect to waive the right to receive the amount of such mandatory
        prepayment, 50% of the amount that otherwise would have been applied to
        mandatorily prepay the Tranche B Term Loans or the Tranche C Term Loans,
        as the
        case may be, of such Lender or Lenders shall be applied instead to the further
        prepayment of the Tranche A Term Loans to the extent any are then
        outstanding.

       

      (d)  Application
        of Prepayments to Base Rate Loans and Eurodollar Rate
        Loans.  Considering Term Loans and Revolving Loans being prepaid
        separately, any prepayment thereof shall be applied first to Base Rate Loans
        to
        the full extent thereof before application to Eurodollar Rate Loans, in each
        case in a manner that minimizes the amount of any payments required to be
        made
        by Company pursuant to subsection 2.6D.

       

      C.  General
        Provisions Regarding Payments.

       

      (i)  Manner
        and Time of Payment.  All payments by Company of principal,
        interest, fees and other Obligations shall be made in Dollars in same day
        funds,
        without defense, setoff or counterclaim, free of any restriction or condition,
        and delivered to Administrative Agent not later than 2:00 P.M. (New York
        City time) on the date due at the Funding and Payment Office for the account
        of
        Lenders; funds received by Administrative Agent after that time on such due
        date
        shall be deemed to have been paid by Company on the next succeeding Business
        Day.

       


      
        
          
          

        

        
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      (ii)  Application
        of Payments to Principal and Interest.  Except as provided in
        subsection 2.2C, all payments in respect of the principal amount of any
        Loan shall include payment of accrued interest on the principal amount being
        repaid or prepaid, and all such payments shall be applied to the payment
        of
        interest before application to principal.

       

      (iii)  Apportionment
        of Payments.  Aggregate principal and interest payments in respect
        of the Term Loans and Revolving Loans shall be apportioned among all outstanding
        Loans to which such payments relate, in each case proportionately to Lenders’
respective Pro Rata Shares; provided that all payments in respect of
        Revolving Loans shall first be applied in the following priority to repay
        any
        amount owing to (a) first, Swing Line Lenders proportionately to the
        aggregate outstanding principal amount of the Swing Line Loans of each Swing
        Line Lender due to the failure of any Revolving Lender to (1) fund a Revolving
        Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to
        subsection 2.1A(iv)(b) or (2) purchase an assignment of an unpaid Swing Line
        Loan pursuant to subsection 2.1A(iv)(c), and (b) second, Issuing Lender
        due to the failure of any Revolving Lender to (1) fund a Revolving Loan for
        the
        purpose of repaying any unreimbursed amounts of a drawing under a Revolving
        Letter of Credit pursuant to subsection 3.3B or (2) fund a participation
        in any
        such unreimbursed Revolving Letter of Credit drawing pursuant to subsection
        3.3C.  Administrative Agent shall promptly distribute to each Lender,
        at the account specified in the payment instructions delivered to Administrative
        Agent by such Lender, its Pro Rata Share of all such payments received by
        Administrative Agent and the commitment fees and letter of credit fees of
        such
        Lender, if any, when received by Administrative Agent pursuant to
        subsections 2.3 and 3.2.  Notwithstanding the foregoing
        provisions of this subsection 2.4C(iii), if, pursuant to the provisions of
        subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to
        any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu
        of
        its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall
        give
        effect thereto in apportioning interest payments received
        thereafter.

       

      (iv)  Payments
        on Business Days.  Whenever any payment to be made hereunder shall
        be stated to be due on a day that is not a Business Day, such payment shall
        be
        made on the next succeeding Business Day and such extension of time shall
        be
        included in the computation of the payment of interest hereunder or of the
        commitment fees hereunder, as the case may be.

       

      (v)  Notation
        of Payment.  Each Lender agrees that before disposing of any Note
        held by it, or any part thereof (other than by granting participations therein),
        that Lender will make a notation thereon of all Loans evidenced by that Note
        and
        all principal payments previously made thereon and of the date to which interest
        thereon has been paid; provided that the failure to make (or any error in
        the making of) a notation of any Loan made under such Note shall not limit
        or
        otherwise affect the obligations of Company hereunder or under such Note
        with
        respect to any Loan or any payments of principal or interest on such
        Note.

       


      
        
          
          

        

        
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      D.  Application
        of Proceeds of Collateral and Payments after Event of
        Default.

       

      Upon
        the
        occurrence and during the continuation of an Event of Default, if requested
        by
        Requisite Lenders, or upon acceleration of the Obligations pursuant to
        Section 8, (a) all payments received by Administrative Agent, whether
        from Company, any Subsidiary Guarantor or otherwise, and (b) all proceeds
        received by Administrative Agent in respect of any sale of, collection from,
        or
        other realization upon all or any part of the Collateral under any Collateral
        Document may, in the discretion of Administrative Agent, be held by
        Administrative Agent as Collateral (unless Requisite Lenders direct
        Administrative Agent to apply such proceeds in full or in part), and/or (then
        or
        at any time thereafter) applied in full or in part by Administrative Agent,
        in
        each case in the following order of priority:

       

      (i)  to
        the
        payment of all costs and expenses of such sale, collection or other realization,
        all other expenses, liabilities and advances made or incurred by Administrative
        Agent in connection therewith, and all amounts for which Administrative Agent
        is
        entitled to compensation (including the fees described in subsection 2.3
        and
        reasonable compensation to Administrative Agent’s agents and counsel),
        reimbursement and indemnification under any Loan Document and all advances
        made
        by Administrative Agent thereunder for the account of the applicable Loan
        Party,
        and to the payment of all costs and expenses paid or incurred by Administrative
        Agent in connection with the Loan Documents, all in accordance with
        subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement and
        the Loan Documents;

       

      (ii)  thereafter,
        to the payment of all other Obligations and obligations of Loan Parties under
        any Hedge Agreement between a Loan Party and a Swap Counterparty for the
        ratable
        benefit of the holders thereof (subject to the provisions of subsection
        2.4C(ii)); and

       

      (iii)  thereafter,
        to the payment to or upon the order of such Loan Party or to whosoever may
        be
        lawfully entitled to receive the same or as a court of competent jurisdiction
        may direct.

       

      
        	
                2.5  

              	
                Use
                  of Proceeds.

              


      

       

      A.  Term
        Loans.  The proceeds of the Tranche A Term Loans and Tranche
        B Term Loans shall be applied by Company to fund the Acquisition Financing
        Requirements.  The proceeds of the Tranche C Term Loans shall be
        applied by Company for working capital and other general corporate
        purposes.

       

      B.  Revolving
        Loans; Swing Line Loans.  The proceeds of any Revolving Loans
        in the amount not exceeding $50,000,000 may be applied by Company to fund
        the
        Acquisition Financing Requirements.  The proceeds of any remaining
        Revolving Loans and any Swing Line Loans shall be applied by Company for
        working
        capital and other general corporate purposes.

       


      
        
          
          

        

        
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      C.  Margin
        Regulations.  No portion of the proceeds of any borrowing
        under this Agreement shall be used by Company or any of its Subsidiaries
        in any
        manner that might cause the borrowing or the application of such proceeds
        to
        violate Regulation U, Regulation T or Regulation X of the Board
        of Governors of the Federal Reserve System or any other regulation of such
        Board
        or to violate the Exchange Act, in each case as in effect on the date or
        dates
        of such borrowing and such use of proceeds.

       

      
        	
                2.6  

              	
                Special
                  Provisions Governing Eurodollar Rate
                  Loans.

              


      

       

      Notwithstanding
        any other provision of this Agreement to the contrary, the following provisions
        shall govern with respect to Eurodollar Rate Loans as to the matters
        covered:

       

      A.  Determination
        of Applicable Interest Rate.  On each Interest Rate
        Determination Date, Administrative Agent shall determine in accordance with
        the
        terms of this Agreement (which determination shall, absent manifest error,
        be
        conclusive and binding upon all parties) the interest rate that shall apply
        to
        the Eurodollar Rate Loans for which an interest rate is then being determined
        for the applicable Interest Period and shall promptly give notice thereof
        (in
        writing or by telephone confirmed in writing) to Company and each applicable
        Lender.

       

      B.  Inability
        to Determine Applicable Interest Rate.  In the event that
        Administrative Agent shall have determined (which determination shall be
        conclusive and binding upon all parties hereto), on any Interest Rate
        Determination Date, that by reason of circumstances affecting the London
        interbank market adequate and fair means do not exist for ascertaining the
        interest rate applicable to such Loans on the basis provided for in the
        definition of “Eurodollar Rate,” Administrative Agent shall on such date give
        notice (by telefacsimile or by telephone confirmed in writing) to Company
        and
        each Lender of such determination, whereupon (i) no Loans may be made as,
        or converted to, Eurodollar Rate Loans until such time as Administrative
        Agent
        notifies Company and Lenders that the circumstances giving rise to such notice
        no longer exist and (ii) any Notice of Borrowing or Notice of
        Conversion/Continuation given by Company with respect to the Loans in respect
        of
        which such determination was made shall be deemed to be for a Base Rate
        Loan.

       

      C.  Illegality
        or Impracticability of Eurodollar Rate Loans.  In the event
        that on any date any Lender shall have determined (which determination shall
        be
        conclusive and binding upon all parties hereto but shall be made only after
        consultation with Company and Administrative Agent) that the making, maintaining
        or continuation of its Eurodollar Rate Loans (i) has become unlawful as a
        result of compliance by such Lender in good faith with any law, treaty,
        governmental rule, regulation, guideline or order (or would conflict with
        any
        such treaty, governmental rule, regulation, guideline or order not having
        the
        force of law even though the failure to comply therewith would not be unlawful)
        or

       


      
        
          
          

        

        
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      (ii) has
        become impracticable, or would cause such Lender material hardship, as a
        result
        of contingencies occurring after the date of this Agreement which materially
        and
        adversely affect the London interbank market or the position of such Lender
        in
        that market, then, and in any such event, such Lender shall be an
“Affected Lender” and it shall on that day give notice (by
        telefacsimile or by telephone confirmed in writing) to Company and
        Administrative Agent of such determination.  Administrative Agent
        shall promptly notify each other Lender of the receipt of such
        notice.  Thereafter (a) the obligation of the Affected Lender to
        make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended
        until such notice shall be withdrawn by the Affected Lender, (b) to the
        extent such determination by the Affected Lender relates to a Eurodollar
        Rate
        Loan then being requested by Company pursuant to a Notice of Borrowing or
        a
        Notice of Conversion/Continuation, the Affected Lender shall make such Loan
        as
        (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the
        Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans
        (the “Affected Loans”) shall be terminated at the earlier to
        occur of the expiration of the Interest Period then in effect with respect
        to
        the Affected Loans or when required by law, and (d) the Affected Loans
        shall automatically convert into Base Rate Loans on the date of such
        termination.  Notwithstanding the foregoing, to the extent a
        determination by an Affected Lender as described above relates to a Eurodollar
        Rate Loan then being requested by Company pursuant to a Notice of Borrowing
        or a
        Notice of Conversion/Continuation, Company shall have the option, subject
        to the
        provisions of subsection 2.6D, to rescind such Notice of Borrowing or
        Notice of Conversion/Continuation as to all Lenders by giving notice (by
        telefacsimile or by telephone confirmed in writing) to Administrative Agent
        of
        such rescission on the date on which the Affected Lender gives notice of
        its
        determination as described above.  Administrative Agent shall promptly
        notify each other Lender of the receipt of such notice.  Except as
        provided in the immediately preceding sentence, nothing in this
        subsection 2.6C shall affect the obligation of any Lender other than an
        Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar
        Rate Loans in accordance with the terms of this Agreement.

       


      
        
          
          

        

        
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      D.  Compensation
        For Breakage or Non-Commencement of Interest
        Periods.  Company shall compensate each Lender, upon written
        request by that Lender pursuant to subsection 2.8, for all reasonable
        losses, expenses and liabilities (including any interest paid by that Lender
        to
        lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans
        and
        any reasonable loss, expense or liability sustained by that Lender in connection
        with the liquidation or re-employment of such funds) which that Lender may
        sustain:  (i) if for any reason (other than a default by that
        Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
        specified therefor in a Notice of Borrowing or a telephonic request therefor,
        or
        a conversion to or continuation of any Eurodollar Rate Loan, does not occur
        on a
        date specified therefor in a Notice of Conversion/Continuation or a telephonic
        request therefor, (ii) if any prepayment (including any prepayment pursuant
        to subsection 2.4B(i) or 2.4B(iii)) or other principal payment or any conversion
        of any of its Eurodollar Rate Loans (including any prepayment or conversion
        occasioned by the circumstances described in subsection 2.6C) occurs on a
        date
        prior to the last day of an Interest Period applicable to that Loan,
        (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
        any date specified in a notice of prepayment given by Company, or (iv) as a
        consequence of any other default by Company in the repayment of its Eurodollar
        Rate Loans when required by the terms of this Agreement.

       

      E.  Booking
        of Eurodollar Rate Loans.  Any Lender may make, carry or
        transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
        offices or the office of an Affiliate of that Lender.

       

      F.  Assumptions
        Concerning Funding of Eurodollar Rate Loans.  Calculation of
        all amounts payable to a Lender under this subsection 2.6 and under
        subsection 2.7A shall be made as though that Lender had funded each of its
        Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing
        interest at the rate obtained pursuant to clause (i) of the definition of
“Eurodollar Rate” in an amount equal to the amount of such Eurodollar Rate Loan
        and having a maturity comparable to the relevant Interest Period, whether
        or not
        its Eurodollar Rate Loans had been funded in such manner.

       

      G.  Eurodollar
        Rate Loans After Default.  After the occurrence of and during
        the continuation of a Potential Event of Default or an Event of Default,
        (i) Company may not elect to have a Loan be made or maintained as, or
        converted to, a Eurodollar Rate Loan after the expiration of any Interest
        Period
        then in effect for that Loan and (ii) subject to the provisions of
        subsection 2.6D, any Notice of Borrowing or Notice of
        Conversion/Continuation given by Company with respect to a requested borrowing
        or conversion/continuation that has not yet occurred shall be deemed to be
        for a
        Base Rate Loan or, if the conditions to making a Loan set forth in
        subsection 4.2 cannot then be satisfied, to be rescinded by
        Company.

       

      
        	
                2.7  

              	
                Increased
                  Costs; Taxes; Capital
                  Adequacy.

              


      

       

      A.  Compensation
        for Increased Costs.  Subject to the provisions of
        subsection 2.7B (which shall be controlling with respect to the matters
        covered thereby), in the event that any Lender (including any Issuing Lender)
        shall reasonably determine (which determination shall, absent manifest error,
        be
        final and conclusive and binding upon all parties hereto) that any Change
        in
        Law:

       


      
        
          
          

        

        
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      (i)  subjects
        such Lender to any additional tax of any kind whatsoever with respect to
        this
        Agreement or any of its obligations hereunder (including with respect to
        issuing
        or maintaining any Letters of Credit or purchasing or maintaining any
        participations therein or maintaining any Commitment hereunder) or any payments
        to such Lender of principal, interest, fees or any other amount payable
        hereunder (except for the imposition of, or any change in the rate of, any
        Excluded Tax payable by such Lender);

       

      (ii)  imposes,
        modifies or holds applicable any reserve, special deposit, compulsory loan,
        insurance charge or similar requirement against assets held by, or deposits
        or
        other liabilities in or for the account of, or advances or loans by, or other
        credit extended by, or any other acquisition of funds by, any office of such
        Lender (other than any such reserve or other requirements with respect to
        Eurodollar Rate Loans that are reflected in the definition of “Eurodollar
        Rate”); or

       

      (iii)  imposes
        any other condition (other than with respect to Taxes) on or affecting such
        Lender or its obligations hereunder or the London interbank market;

       

      and
        the
        result of any of the foregoing is to increase the cost to such Lender of
        agreeing to make, making or maintaining its Loans or Commitments or agreeing
        to
        issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
        purchasing or maintaining any participation therein or to reduce any amount
        received or receivable by such Lender with respect thereto; then, in any
        such
        case, Company shall promptly pay to such Lender, upon receipt of the statement
        referred to in subsection 2.8A, such additional amount or amounts (in the
        form
        of an increased rate of, or a different method of calculating, interest or
        otherwise as such Lender reasonably shall determine) as may be necessary
        to
        compensate such Lender on an after-tax basis for any such increased cost
        or
        reduction in amounts received or receivable hereunder; provided,
however, that Company shall not be required to compensate a Lender
        pursuant to this subsection 2.7A for any increased cost or reduction in
        respect of a period occurring more than 90 days prior to the date on which
        such
        Lender notifies Company of such Change in Law and such Lender’s intention to
        claim compensation therefor, except if the Change in Law giving rise to such
        increased cost or reduction is retroactive, no such time limitation shall
        apply
        so long as such Lender requests compensation within 90 days from the date
        on
        which the applicable Government Authority informed such Lender of such Change
        in
        Law.

       

      B.  Taxes.

       

      (i)  Payments
        to Be Free and Clear.  Any and all payments by or on account of
        any obligation of Company under this Agreement and the other Loan Documents
        shall be made free and clear of, and without any deduction or withholding
        on
        account of, any Indemnified Taxes or Other Taxes.

       

      (ii)  Grossing-up
        of Payments.  If Company or any other Person is required by law to
        make any deduction or withholding on account of any Tax from any sum paid
        or
        payable by Company to Administrative Agent or any Lender under any of the
        Loan
        Documents:

       


      
        
          
          

        

        
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      (a)  Company
        shall notify Administrative Agent of any such requirement or any change in
        any
        such requirement as soon as Company becomes aware of it;

       

      (b)  Company
        shall timely pay any such Tax to the relevant Government Authority when such
        Tax
        is due, in accordance with applicable law;

       

      (c)  unless
        such Tax is an Excluded Tax, the sum payable by Company shall be increased
        to
        the extent necessary to ensure that, after making the required deductions
        (including deductions applicable to additional sums payable under this
        subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may
        be,
        receives on the due date a net sum equal to the sum it would have received
        had
        no such deduction been required or made; and

       

      (d)  within
        30
        days after paying any sum from which it is required by law to make any such
        deduction, and within 30 days after the due date of payment of any Tax which
        it
        is required by clause (b) above to pay, Company shall deliver to Administrative
        Agent the original or a certified copy of an official receipt or other document
        satisfactory to the other affected parties to evidence the payment and its
        remittance to the relevant Government Authority.

       

      (iii)  Indemnification
        by Company.  Company shall indemnify Administrative Agent and each
        Lender, within 10 days after demand therefor, for the full amount of any
        Indemnified Taxes or Other Taxes (including for the full amount of any
        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
        amounts payable under this subsection 2.7B(iii)) paid by Administrative
        Agent or such Lender, as the case may be, and any penalties, interest and
        reasonable expenses arising therefrom or with respect thereto, whether or
        not
        such Indemnified Taxes or Other Taxes were correctly or legally imposed or
        asserted by the relevant Government Authority.  A certificate as to
        the amount of such payment or liability delivered to Company by a Lender
        (with a
        copy to Administrative Agent), or by Administrative Agent on its own behalf
        or
        on behalf of a Lender, shall be conclusive absent manifest error.

       

      (iv)  Tax
        Status of Lenders.  Unless not legally entitled to do
        so:

       

      (a)  any
        Lender, if requested by Company or Administrative Agent, shall deliver such
        forms or other documentation prescribed by applicable law or reasonably
        requested by Company or Administrative Agent as will enable Company or
        Administrative Agent to determine whether or not such Lender is subject to
        backup withholding or information reporting requirements;

       


      
        
          
          

        

        
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      (b)  any
        Foreign Lender that is entitled to an exemption from or reduction of any
        Tax
        with respect to payments hereunder or under any other Loan Document shall
        deliver to Company and Administrative Agent, on or prior to the date on which
        such Foreign Lender becomes a Lender under this Agreement (and from time
        to time
        thereafter, as may be necessary in the determination of Company or
        Administrative Agent, each in the reasonable exercise of its discretion),
        such
        properly completed and duly executed forms or other documentation prescribed
        by
        applicable law as will permit such payments to be made without withholding
        or at
        a reduced rate of withholding;

       

      (c)  without
        limiting the generality of the foregoing, in the event that Company is resident
        for tax purposes in the United States, any Foreign Lender shall deliver to
        Company and Administrative Agent (in such number of copies as shall be requested
        by the recipient) on or prior to the date on which such Foreign Lender becomes
        a
        Lender under this Agreement (and from time to time thereafter, as may be
        necessary in the determination of Company or Administrative Agent, each in
        the
        reasonable exercise of its discretion), whichever of the following is
        applicable:

       

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

       

      (2)  properly
        completed and duly executed copies of Internal Revenue Service
        Form W-8ECI,

       

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

       

      (4)  properly
        completed and duly executed copies of any other form prescribed by applicable
        law as a basis for claiming exemption from or a reduction in any
        Tax,

       

      in
        each
        case together with such supplementary documentation as may be prescribed
        by
        applicable law to permit Company and Administrative Agent to determine the
        withholding or deduction required to be made, if any;

       


      
        
          
          

        

        
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      (d)  without
        limiting the generality of the foregoing, in the event that Company is resident
        for tax purposes in the United States, any Foreign Lender that does not act
        or
        ceases to act for its own account with respect to any portion of any sums
        paid
        or payable to such Lender under any of the Loan Documents (for example, in
        the
        case of a typical participation by such Lender) shall deliver to Administrative
        Agent and Company (in such number of copies as shall be requested by the
        recipient), on or prior to the date such Foreign Lender becomes a Lender,
        or on
        such later date when such Foreign Lender ceases to act for its own account
        with
        respect to any portion of any such sums paid or payable, and from time to
        time
        thereafter, as may be necessary in the determination of Company or
        Administrative Agent (each in the reasonable exercise of its
        discretion):

       

      (1)  duly
        executed and properly completed copies of the forms and statements required
        to
        be provided by such Foreign Lender under clause (c) of
        subsection 2.7B(iv), to establish the portion of any such sums paid or
        payable with respect to which such Lender acts for its own account and may
        be
        entitled to an exemption from or a reduction of the applicable Tax,
        and

       

      (2)  duly
        executed and properly completed copies of Internal Revenue Service
        Form W-8IMY (or any successor forms) properly completed and duly executed
        by such Foreign Lender, together with any information, if any, such Foreign
        Lender chooses to transmit with such form, and any other certificate or
        statement of exemption required under the Internal Revenue Code or the
        regulations thereunder, to establish that such Foreign Lender is not acting
        for
        its own account with respect to a portion of any such sums payable to such
        Foreign Lender;

       

      (e)  without
        limiting the generality of the foregoing, in the event that Company is resident
        for tax purposes in the United States, any Lender that is not a Foreign Lender
        and has not otherwise established to the reasonable satisfaction of Company
        and
        Administrative Agent that it is an exempt recipient (as defined in
        section 6049(b)(4) of the Internal Revenue Code and the United States
        Treasury Regulations thereunder) shall deliver to Company and Administrative
        Agent (in such number of copies as shall be requested by the recipient) on
        or
        prior to the date on which such Lender becomes a Lender under this Agreement
        (and from time to time thereafter as prescribed by applicable law or upon
        the
        request of Company or Administrative Agent), duly executed and properly
        completed copies of Internal Revenue Service Form W-9;

       


      
        
          
          

        

        
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      (f)  without
        limiting the generality of the foregoing, each Lender hereby agrees, from
        time
        to time after the initial delivery by such Lender of such forms, whenever
        a
        lapse in time or change in circumstances renders such forms, certificates
        or
        other evidence so delivered obsolete or inaccurate in any material respect,
        that
        such Lender shall promptly (1) deliver to Administrative Agent and Company
        two original copies of renewals, amendments or additional or successor forms,
        properly completed and duly executed by such Lender, together with any other
        certificate or statement of exemption required in order to confirm or establish
        that such Lender is entitled to an exemption from or reduction of any Tax
        with
        respect to payments to such Lender under the Loan Documents and, if applicable,
        that such Lender does not act for its own account with respect to any portion
        of
        such payment, or (2) notify Administrative Agent and Company of its
        inability to deliver any such forms, certificates or other evidence;
        and

       

      (g)  If
        an
        Agent or a Lender determines, in its sole discretion, that is has received
        a
        refund of any Taxes or Other Taxes as to which it has been indemnified by
        Company or with respect to which Company has paid additional amounts pursuant
        to
        this Section, it shall pay over such refund to Company (but only to the extent
        of indemnity payments made, or additional amounts paid by Company under this
        Section with respect to the Taxes or Other Taxes giving rise to such refund),
        net of all out-of-pocket expenses of such Agent or such Lender and without
        interest (other than any interest paid by the relevant Government Authority
        with
        respect to such refund); provided that Company, upon the request of such
        Agent or such Lender, agrees to repay the amount paid over to Company
        (plus any penalties, interest or other charges imposed by the relevant
        Government Authority) to such Agent or such Lender in the event such Agent
        or
        such Lender is required to repay such refund to such Government
        Authority.  This subsection shall not be construed to require any
        Agent or Lender to make available its tax returns (or any other information
        relating to its taxes which it deems confidential) to Company or any other
        Person.

       


      
        
          
          

        

        
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      C.  Capital
        Adequacy Adjustment.  If any Lender shall have determined
        that any Change in Law regarding capital adequacy has or would have the effect
        of reducing the rate of return on the capital of such Lender or any corporation
        controlling such Lender as a consequence of, or with reference to, such Lender’s
        Loans or Commitments or Letters of Credit or participations therein or other
        obligations hereunder with respect to the Loans or the Letters of Credit
        to a
        level below that which such Lender or such controlling corporation could
        have
        achieved but for such Change in Law (taking into consideration the policies
        of
        such Lender or such controlling corporation with regard to capital adequacy),
        then from time to time, within five Business Days after receipt by Company
        from
        such Lender of the statement referred to in subsection 2.8A, Company shall
        pay to such Lender such additional amount or amounts as will compensate such
        Lender or such controlling corporation for such reduction, increased to the
        extent necessary to take into account any tax incurred or payable by such
        Lender
        as a result of the obligation of Company to pay such additional amounts;
        provided, however, that Company shall not be required to
        compensate a Lender pursuant to this subsection 2.7C for any reduction in
        respect of a period occurring more than 90 days prior to the date on which
        such
        Lender notifies Company of such Change in Law and such Lender’s intention to
        claim compensation therefor, except, if the Change in Law giving rise to
        such
        reduction is retroactive, no such time limitation shall apply so long as
        such
        Lender requests compensation within 90 days from the date on which the
        applicable Government Authority informed such Lender of such Change in
        Law.

       

      
        	
                2.8  

              	
                Statement
                  of Lenders; Obligation of Lenders and Issuing Lenders to
                  Mitigate.

              


      

       

      A.  Statements.  Each
        Lender claiming compensation or reimbursement pursuant to subsection 2.6D,
        2.7
        or 2.8B shall deliver to Company (with a copy to Administrative Agent) a
        written
        statement, setting forth in reasonable detail the basis of the calculation
        of
        such compensation or reimbursement, which statement shall be conclusive and
        binding upon all parties hereto absent manifest error.

       

      B.  Mitigation.  Each
        Lender and Issuing Lender agrees that, as promptly as practicable after the
        officer of such Lender or Issuing Lender responsible for administering the
        Loans
        or Letters of Credit of such Lender or Issuing Lender, as the case may be,
        becomes aware of the occurrence of an event or the existence of a condition
        that
        would cause such Lender to become an Affected Lender or that would entitle
        such
        Lender or Issuing Lender to receive payments under subsection 2.7, it will
        use reasonable effort to make, issue, fund or maintain the Commitments of
        such
        Lender or the Loans or Letters of Credit of such Lender or Issuing Lender
        through another lending or letter of credit office of such Lender or Issuing
        Lender, if (i) as a result thereof the circumstances which would cause such
        Lender to be an Affected Lender would cease to exist or the additional amounts
        which would otherwise be required to be paid to such Lender or Issuing Lender
        pursuant to subsection 2.7 would be materially reduced and (ii) as
        determined by such Lender or Issuing Lender in its sole discretion, such
        action
        would not otherwise be disadvantageous to such Lender or Issuing Lender;
        provided that such Lender or Issuing Lender will not be obligated to
        utilize such other lending or letter of credit office pursuant to this
        subsection 2.8B unless Company agrees to pay all incremental expenses
        incurred by such Lender or Issuing Lender as a result of utilizing such other
        lending or letter of credit office as described above.

       


      
        
          
          

        

        
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                2.9  

              	
                Replacement
                  of a Lender.

              


      

       

      If
        Company receives a statement of amounts due pursuant to subsection 2.8A
        from a Lender, a Revolving Lender defaults in its obligations to fund a
        Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting
        Lender”) refuses to consent to an amendment, modification or waiver of
        this Agreement (other than a consent to participate in the extensions of
        credit
        provided for in subsections 2.1A(v) and 3.6) that, pursuant to
        subsection 10.6, requires consent of 100% of the Lenders or 100% of the
        Lenders with Obligations directly affected or a Lender becomes an Affected
        Lender (any such Lender, a “Subject Lender”), so long as such
        Lender is not an Issuing Lender with respect to any Letters of Credit
        outstanding (unless all such Letters of Credit are terminated or arrangements
        acceptable to such Issuing Lender (such as a “back-to-back” letter of credit)
        are made), Company may require the Subject Lender to assign all of its Loans
        and
        Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
        Assignees pursuant to the provisions of subsection 10.1B; provided
        that, prior to or concurrently with such replacement, (1) the Subject
        Lender shall have received payment in full of all principal, interest, fees
        and
        other amounts (including all amounts under subsections 2.6D, 2.7 and/or
        2.8B (if applicable)) through such date of replacement and a release from
        its
        obligations under the Loan Documents, (2) the processing fee required to be
        paid by subsection 10.1B(i) shall have been paid to Administrative Agent,
        (3) all of the requirements for such assignment contained in
        subsection 10.1B, including the consent of Administrative Agent (if
        required) and the receipt by Administrative Agent of an executed Assignment
        Agreement executed by the assignee (Administrative Agent being hereby authorized
        to execute any Assignment Agreement on behalf of a Subject Lender relating
        to
        the assignment of Loans and/or Commitments of such subject Lender) and other
        supporting documents, have been fulfilled, (4) in the event such Subject
        Lender is a Non-Consenting Lender, each assignee shall consent, at the time
        of
        such assignment, to each matter in respect of which such Subject Lender was
        a
        Non-Consenting Lender and Company also requires each other Subject Lender
        that
        is a Non-Consenting Lender to assign its Loans and Commitments, and (5)
        Requisite Lenders or Requisite Class Lenders, as the case may be, shall have
        approved such amendment, modification or waiver of this
        Agreement.  For the avoidance of doubt, if a Lender is a
        Non-Consenting Lender solely because it refused to consent to an amendment,
        modification or waiver that required the consent of 100% of Lenders with
        Obligations directly affected thereby (which amendment, modification or waiver
        did not accordingly require the consent of 100% of all Lenders), Company
        may,
        with prior consent from Administrative Agent (such consent not to be
        unreasonably withheld or delayed), require such Non-Consenting Lender to
        assign
        only those Loans and Commitments of such Non-Consenting Lender that constitute
        the Obligations directly affected by the amendment, modification or waiver
        to
        which such Non-Consenting Lender refused to provide its consent.

       


      
        
          
          

        

        
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      Section
        3.  LETTERS
        OF CREDIT

       

      
        	
                3.1  

              	
                Issuance
                  of Revolving Letters of Credit and Lenders’ Purchase of Participations
                  Therein.

              


      

       

      A.  Revolving
        Letters of Credit.  Company or any of its Subsidiaries may
        request, in accordance with the provisions of this subsection 3.1, from
        time to time during the period from the Closing Date to but excluding the
        Revolving Loan Commitment Termination Date, that one or more Revolving Lenders
        issue Revolving Letters of Credit for the account of Company or such Subsidiary
        for the purposes specified in the definition of “Letters of
        Credit.”  Subject to the terms and conditions of this Agreement and in
        reliance upon the representations and warranties of Company herein set forth,
        any one or more Revolving Lenders may, but (except as provided in subsection
        3.1B(ii)) shall not be obligated to issue such Revolving Letters of Credit
        in
        accordance with the provisions of this subsection 3.1; provided that
        Company shall not request that any Revolving Lender issue (and no Revolving
        Lender shall issue):

       

      (i)  any
        Revolving Letter of Credit if, after giving effect to such issuance, the
        Total
        Utilization of Revolving Loan Commitments would exceed the Revolving Loan
        Commitment Amount then in effect;

       

      (ii)  any
        Revolving Letter of Credit if, after giving effect to such issuance, the
        Revolving Letter of Credit Usage would exceed $700,000,000;

       

      (iii)  any
        Revolving Letter of Credit having an expiration date later than five Business
        Days prior to the Revolving Loan Commitment Termination Date; it being
        understood that any Issuing Lender may agree to issue a Revolving Letter
        of
        Credit that will automatically be extended for one or more successive periods
        unless such Issuing Lender elects not to extend for any such additional period;
        provided that such Issuing Lender shall elect not to extend such
        Revolving Letter of Credit if it has knowledge that an Event of Default has
        occurred and is continuing (and has not been waived in accordance with
        subsection 10.6) at the time such Issuing Lender must elect whether or not
        to allow such extension; providedfurther, that in no event shall
        an expiration date of any Revolving Letter of Credit so extended be later
        than
        the Revolving Loan Commitment Termination Date;

       

      (iv)  Revolving
        Letters of Credit issued for the purpose of supporting trade payables in
        an
        aggregate face amount greater than $300,000,000; or

       

      (v)  Revolving
        Letters of Credit issued for the purpose of supporting any Indebtedness
        constituting “antecedent debt” (as such term is used in Section 547 of the
        Bankruptcy Code).

       


      
        
          
          

        

        
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      On
        and
        after the Closing Date, the Existing Letters of Credit shall be deemed for
        all
        purposes, including for purposes of the fees to be collected pursuant to
        subsection 3.2, and reimbursement of costs and expenses to the extent
        provided herein, to be Revolving Letters of Credit outstanding under this
        Agreement and entitled to the benefits of this Agreement and the other Loan
        Documents, and shall be governed by the applications and agreements pertaining
        thereto and by this Agreement; provided, however, that,
        notwithstanding any other provision of this Agreement, no fees with respect
        to
        the issuance of the Existing Letters of Credit shall be due
        hereunder.

       

      B.  Mechanics
        of Issuance.

       

      (i)  Request
        for Revolving Letter of Credit Issuance.  Whenever Company desires
        the issuance of a Revolving Letter of Credit, it shall deliver to a Revolving
        Lender (which shall be the Issuing Lender with respect thereto), with a copy
        to
        Administrative Agent, a Request for Revolving Letter of Credit Issuance no
        later
        than 2:00 P.M. (New York City time) at least three Business Days, or such
        shorter period as may be agreed to by the Issuing Lender in any particular
        instance, in advance of the proposed date of issuance. The Issuing Lender,
        in
        its reasonable discretion, may require changes in the text of the proposed
        Revolving Letter of Credit or any documents described in or attached to the
        Request for Revolving Letter of Credit Issuance.  In furtherance of
        the provisions of subsection 10.8, and not in limitation thereof, Company
        may
        submit Requests for Revolving Letter of Credit Issuance by telefacsimile
        and
        Administrative Agent and Issuing Lenders may rely and act upon any such Request
        for Revolving Letter of Credit Issuance without receiving an original signed
        copy thereof.  No Revolving Letter of Credit shall require payment
        against a conforming demand for payment to be made thereunder on the same
        business day (under the laws of the jurisdiction in which the office of the
        Issuing Lender to which such demand for payment is required to be presented
        is
        located) on which such demand for payment is presented if such presentation
        is
        made after 10:00 A.M. (in the time zone of such office of the Issuing
        Lender) on such business day.

       

      Company
        shall notify the applicable Issuing Lender (and Administrative Agent, if
        Administrative Agent is not such Issuing Lender) prior to the issuance of
        any
        Revolving Letter of Credit in the event that any of the matters to which
        Company
        is required to certify in the applicable Request for Revolving Letter of
        Credit
        Issuance is no longer true and correct in all material respects as of the
        proposed date of issuance of such Revolving Letter of Credit, and upon the
        issuance of any Revolving Letter of Credit, Company shall be deemed to have
        re-certified, as of the date of such issuance, as to the matters to which
        Company is required to certify in the applicable Request for Revolving Letter
        of
        Credit Issuance.

       


      
        
          
          

        

        
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      (ii)  Determination
        of Issuing Lender.  Company may request any Revolving Lender to
        issue a Revolving Letter of Credit by delivering to such Revolving Lender,
        with
        a copy to Administrative Agent, a Request for Revolving Letter of Credit
        Issuance pursuant to subsection 3.1B(i) requesting the issuance of such
        Revolving Letter of Credit.  In the event that such Revolving Lender,
        in its sole discretion, elects not to issue such Revolving Letter of Credit,
        such Revolving Lender shall promptly so notify Company and Administrative
        Agent,
        whereupon Company may request any other Revolving Lender to issue such Revolving
        Letter of Credit by delivering to such Revolving Lender a copy of the applicable
        Request for Revolving Letter of Credit Issuance.  Any Revolving Lender
        so requested to issue such Revolving Letter of Credit shall promptly notify
        Company and Administrative Agent whether or not, in its sole discretion,
        it has
        elected to issue such Revolving Letter of Credit, and any such Revolving
        Lender
        that so elects to issue such Revolving Letter of Credit shall be the Issuing
        Lender with respect thereto.  In the event that all other Revolving
        Lenders requested by Company have declined to issue such Revolving Letter
        of
        Credit, Wells Fargo shall be obligated to issue such Revolving Letter of
        Credit
        and shall be the Issuing Lender with respect thereto, notwithstanding the
        fact
        that the Revolving Letter of Credit Usage with respect to such Revolving
        Letter
        of Credit and with respect to all other Revolving Letters of Credit issued
        by
        Administrative Agent, when aggregated with Administrative Agent’s outstanding
        Revolving Loans and Swing Line Loans, may exceed the amount of Administrative
        Agent’s Revolving Loan Commitment then in effect; provided that the
        Issuing Lender shall not be obligated to issue any Revolving Letter of Credit
        denominated in a foreign currency which in the judgment of Administrative
        Agent
        is not readily and freely available.

       

      (iii)  Issuance
        of Revolving Letter of Credit.  Upon satisfaction or waiver (in
        accordance with subsection 10.6) of the conditions set forth in
        subsection 4.3, the Issuing Lender shall issue the requested Revolving
        Letter of Credit in accordance with the Issuing Lender’s standard operating
        procedures.

       

      (iv)  Notification
        to Revolving Lenders.  Upon the issuance of or amendment to any
        Revolving Letter of Credit, the applicable Issuing Lender shall promptly
        notify
        Administrative Agent and Company of such issuance or amendment in writing
        and
        such notice shall be accompanied by a copy of such Revolving Letter of Credit
        or
        amendment.  Upon receipt of such notice (or, if Administrative Agent
        is the Issuing Lender, together with such notice), Administrative Agent shall
        notify each Revolving Lender in writing of such issuance or amendment and
        the
        amount of such Revolving Lender’s respective participation in such Revolving
        Letter of Credit or amendment, and, if so requested by a Revolving Lender,
        Administrative Agent shall provide such Revolving Lender with a copy of such
        Revolving Letter of Credit or amendment.  In the event any Issuing
        Lender is other than Administrative Agent, such Issuing Lender will send
        by
        facsimile transmission to Administrative Agent, promptly upon the first Business
        Day of each calendar quarter, a report of its daily aggregate maximum amount
        available for drawing under Letters of Credit for the previous
        week.  Upon receipt of such report, Administrative Agent shall notify
        each Revolving Lender in writing of the contents thereof.

       


      
        
          
          

        

        
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      C.  Revolving
        Lenders’ Purchase of Participations in Revolving Letters of
        Credit.  Immediately upon the issuance of each Revolving
        Letter of Credit, each Revolving Lender shall be deemed to, and hereby agrees
        to, have irrevocably purchased from the Issuing Lender a participation in
        such
        Revolving Letter of Credit and any drawings honored thereunder in an amount
        equal to such Lender’s Pro Rata Share of the maximum amount that is or at any
        time may become available to be drawn thereunder.

       

      
        	
                3.2  

              	
                Revolving
                  Letter of Credit Fees.

              


      

       

      Company
        agrees to pay the following amounts with respect to Revolving Letters of
        Credit
        issued hereunder:

       

      (i)  with
        respect to each Revolving Letter of Credit, (a) a fronting fee, payable directly
        to the applicable Issuing Lender for its own account, equal to 0.125% per
        annum
        of the daily amount available to be drawn under such Revolving Letter of
        Credit,
        (b) a letter of credit fee for financial Revolving Letters of Credit, payable
        to
        Administrative Agent for the account of Revolving Lenders, equal to the
        applicable Eurodollar Rate Margin for Revolving Loans, plus, upon the
        application of increased rates of interest pursuant to subsection 2.2E, 2%
        per annum, multiplied by the daily amount available to be drawn under
        such Revolving Letter of Credit, and (c) a letter of credit fee for performance
        Revolving Letters of Credit, payable to Administrative Agent for the account
        of
        Revolving Lenders, equal to the applicable Eurodollar Rate Margin for Revolving
        Loans minus 0.25% per annum, plus, upon the application of
        increased rates of interest pursuant to subsection 2.2E, 2% per annum,
multiplied by the daily amount available to be drawn under such Revolving
        Letter of Credit, each such fronting fee or letter of credit fee to be payable
        in arrears on and to (but excluding) the last Business Day of each Fiscal
        Quarter of each year and computed on the basis of a 360-day year for the
        actual
        number of days elapsed; and

       

      (ii)  with
        respect to the issuance, amendment or transfer of each Revolving Letter of
        Credit and each payment of a drawing made thereunder (without duplication
        of the
        fees payable under clause (i) above), documentary and processing charges
        payable directly to the applicable Issuing Lender for its own account in
        accordance with such Issuing Lender’s standard schedule for such charges in
        effect at the time of such issuance, amendment, transfer or payment, as the
        case
        may be.

       

      For
        purposes of calculating any fees payable under clause (i) of this
        subsection 3.2, (1) the daily amount available to be drawn under any
        Revolving Letter of Credit shall be determined as of the close of business
        on
        any date of determination and (2) any amount described in such clause that
        is denominated in a currency other than Dollars shall be valued based on
        the
        applicable Exchange Rate for such currency as of the applicable date of
        determination.

       


      
        
          
          

        

        
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                3.3  

              	
                Drawings
                  and Reimbursement of Amounts Paid Under Revolving Letters of
                  Credit.

              


      

       

      A.  Responsibility
        of Issuing Lender With Respect to Drawings.  In determining
        whether to honor any drawing under any Revolving Letter of Credit by the
        beneficiary thereof, the Issuing Lender thereof shall be responsible only
        to
        examine the documents delivered under such Revolving Letter of Credit with
        reasonable care so as to ascertain whether they appear on their face to be
        in
        accordance with the terms and conditions of such Revolving Letter of
        Credit.

       

      B.  Reimbursement
        by Company of Amounts Paid Under Revolving Letters of
        Credit.  In the event an Issuing Lender has determined to
        honor a drawing under a Revolving Letter of Credit issued by it, such Issuing
        Lender shall immediately notify Company and Administrative Agent, and Company
        shall reimburse such Issuing Lender on or before the Business Day immediately
        following the date on which such drawing is honored (the “Revolving
        Letter of Credit Reimbursement Date”) in an amount in Dollars (which
        amount, in the case of a payment under a Revolving Letter of Credit which
        is
        denominated in a currency other than Dollars, shall be calculated by reference
        to the applicable Exchange Rate) or, at the option of such Issuing Lender,
        in
        the case of a Revolving Letter of Credit denominated in a currency other
        than
        Dollars, in such other currency and in same day funds equal to the amount
        of
        such payment; provided that, anything contained in this Agreement to the
        contrary notwithstanding, (i) unless Company shall have notified
        Administrative Agent and such Issuing Lender prior to 10:00 A.M. (New York
        City time) on the date such drawing is honored that Company intends to reimburse
        such Issuing Lender for the amount of such payment with funds other than
        the
        proceeds of Revolving Loans, Company shall be deemed to have given a timely
        Notice of Borrowing to Administrative Agent requesting Revolving Lenders
        to make
        Revolving Loans that are Base Rate Loans on the Revolving Letter of Credit
        Reimbursement Date in an amount in Dollars (which amount, in the case of
        a
        payment under a Revolving Letter of Credit which is denominated in a currency
        other than Dollars, shall be calculated by reference to the applicable Exchange
        Rate) equal to the amount of such payment and (ii) subject to satisfaction
        or waiver of the conditions specified in subsection 4.2B, Revolving Lenders
        shall, on the Revolving Letter of Credit Reimbursement Date, make Revolving
        Loans that are Base Rate Loans in the amount of such payment, the proceeds
        of
        which shall be applied directly by Administrative Agent to reimburse such
        Issuing Lender for the amount of such payment; and
providedfurther, that if for any reason proceeds of Revolving
        Loans are not received by such Issuing Lender on the Revolving Letter of
        Credit
        Reimbursement Date in an amount equal to the amount of such payment, Company
        shall reimburse such Issuing Lender, on demand, in an amount in same day
        funds
        equal to the excess of the amount of such payment over the aggregate amount
        of
        such Revolving Loans, if any, which are so received.  Nothing in this
        subsection 3.3B shall be deemed to relieve any Revolving Lender from its
        obligation to make Revolving Loans on the terms and conditions set forth
        in this
        Agreement, and Company shall retain any and all rights it may have against
        any
        Revolving Lender resulting from the failure of such Revolving Lender to make
        such Revolving Loans under this subsection 3.3B.

       


      
        
          
          

        

        
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      C.  Payment
        by Lenders of Unreimbursed Amounts Paid Under Revolving Letters of
        Credit.

       

      (i)  Payment
        by Revolving Lenders.  In the event that Company shall fail for
        any reason to reimburse any Issuing Lender as provided in subsection 3.3B
        in an
        amount (calculated, in the case of a payment under a Revolving Letter of
        Credit
        denominated in a currency other than Dollars, by reference to the applicable
        Exchange Rate) equal to the amount of any payment by such Issuing Lender
        under a
        Revolving Letter of Credit issued by it, such Issuing Lender shall promptly
        notify Administrative Agent, who shall promptly notify each Revolving Lender
        of
        the unreimbursed amount of such honored drawing and of such Revolving Lender’s
        respective participation therein based on such Revolving Lender’s Pro Rata
        Share.  Each Revolving Lender (other than such Issuing Lender) shall
        make available to Administrative Agent an amount equal to its respective
        participation, in Dollars, in same day funds, at the Funding and Payment
        Office,
        not later than 12:00 Noon (New York City time) on the first Business Day
        after
        the date notified by Administrative Agent and Administrative Agent shall
        make
        available to such Issuing Lender in Dollars in same day funds, at the office
        of
        such Issuing Lender on such Business Day the aggregate amount of the payments
        so
        received by Administrative Agent.  In the event that any Revolving
        Lender fails to make available to Administrative Agent on such Business Day
        the
        amount of such Revolving Lender’s participation in such Revolving Letter of
        Credit as provided in this subsection 3.3C, such Issuing Lender shall be
        entitled to recover such amount on demand from such Revolving Lender together
        with interest thereon at the rate customarily used by such Issuing Lender
        for
        the correction of errors among banks for three Business Days and thereafter
        at
        the Base Rate.  Nothing in this subsection 3.3C shall be deemed
        to prejudice the right of Administrative Agent to recover, for the benefit
        of
        Revolving Lenders, from any Issuing Lender any amounts made available to
        such
        Issuing Lender pursuant to this subsection 3.3C in the event that it is
        determined by the final judgment of a court of competent jurisdiction that
        the
        payment with respect to a Revolving Letter of Credit by such Issuing Lender
        in
        respect of which payments were made by Revolving Lenders constituted gross
        negligence or willful misconduct on the part of such Issuing
        Lender.

       

      (ii)  Distribution
        to Lenders of Reimbursements Received From Company.  In the event
        any Issuing Lender shall have been reimbursed by other Revolving Lenders
        pursuant to subsection 3.3C(i) for all or any portion of any payment by such
        Issuing Lender under a Revolving Letter of Credit issued by it, and
        Administrative Agent or such Issuing Lender thereafter receives any payments
        from Company in reimbursement of such payment under the Revolving Letter
        of
        Credit, to the extent any such payment is received by such Issuing Lender,
        such
        Issuing Lender shall distribute such payment to Administrative Agent and
        Administrative Agent shall distribute to each other Revolving Lender that
        has
        paid all amounts payable by it under subsection 3.3C(i) with respect to such
        payment such Revolving Lender’s Pro Rata Share of all payments subsequently
        received by Administrative Agent or by such Issuing Lender from
        Company.  Any such distribution shall be made to a Revolving Lender at
        the account specified in subsection 2.4C(iii).

       


      
        
          
          

        

        
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      D.  Interest
        on Amounts Paid Under Revolving Letters of Credit.

       

      (i)  Payment
        of Interest by Company.  Company agrees to pay to Administrative
        Agent, with respect to payments under any Revolving Letters of Credit issued
        by
        any Issuing Lender, interest on the amount paid by such Issuing Lender in
        respect of each such payment from the date a drawing is honored to but excluding
        the date such amount is reimbursed by Company (including any such reimbursement
        out of the proceeds of Revolving Loans pursuant to subsection 3.3B) at a
        rate equal to (a) for the period from the date such drawing is honored to
        but excluding the Revolving Letter of Credit Reimbursement Date, the rate
        then
        in effect under this Agreement with respect to Revolving Loans that are Base
        Rate Loans and (b) thereafter, a rate which is 2% per annum in excess of
        the rate of interest otherwise payable under this Agreement with respect
        to
        Revolving Loans that are Base Rate Loans.  Interest payable pursuant
        to this subsection 3.3D(i) shall be computed on the basis of a 360-day year
        for
        the actual number of days elapsed in the period during which it accrues and
        shall be payable on demand or, if no demand is made, on the date on which
        the
        related drawing under a Revolving Letter of Credit is reimbursed in
        full.

       

      (ii)  Distribution
        of Interest Payments by Administrative Agent.  Promptly upon
        receipt by Administrative Agent of any payment of interest pursuant to
        subsection 3.3D(i) with respect to a payment under a Revolving Letter of
        Credit,
        (a) Administrative Agent shall distribute to (x) each Revolving Lender
        (including the Issuing Lender) out of the interest received by Administrative
        Agent in respect of the period from the date such drawing is honored to but
        excluding the date on which the applicable Issuing Lender is reimbursed for
        the
        amount of such payment (including any such reimbursement out of the proceeds
        of
        Revolving Loans pursuant to subsection 3.3B), the amount that such
        Revolving Lender would have been entitled to receive in respect of the letter
        of
        credit fee that would have been payable in respect of such Revolving Letter
        of
        Credit for such period pursuant to subsection 3.2 if no drawing had been
        honored under such Revolving Letter of Credit and (y) such Issuing Lender
        the amount, if any, remaining after payment of the amounts applied pursuant
        to
        clause (x), and (b) in the event such Issuing Lender shall have been
        reimbursed by other Revolving Lenders pursuant to subsection 3.3C(i) for
        all or
        any portion of such payment, Administrative Agent shall distribute to each
        Revolving Lender (including such Issuing Lender) that has paid all amounts
        payable by it under subsection 3.3C(i) with respect to such payment such
        Revolving Lender’s Pro Rata Share of any interest received by Administrative
        Agent in respect of that portion of such payment so made by Revolving Lenders
        for the period from the date on which such Issuing Lender was so reimbursed
        to
        but excluding the date on which such portion of such payment is reimbursed
        by
        Company.  Any such distribution shall be made to a Revolving Lender at
        the account specified in subsection 2.4C(iii).

       


      
        
          
          

        

        
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                3.4  

              	
                Obligations
                  Absolute.

              


      

       

      The
        obligation of Company to reimburse each Issuing Lender for payments under
        the
        Letters of Credit issued by it and to repay any Revolving Loans made by
        Revolving Lenders pursuant to subsection 3.3B, and the obligations of
        Revolving Lenders under subsection 3.3C(i) shall be unconditional and
        irrevocable and shall be paid strictly in accordance with the terms of this
        Agreement under all circumstances including any of the following
        circumstances:

       

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

       

      (ii)  the
        existence of any claim, set-off, defense or other right which Company or
        any
        Lender may have at any time against a beneficiary or any transferee of any
        Letter of Credit (or any Persons for whom any such transferee may be acting),
        any Issuing Lender, any other Revolving Lender or any other Person or, in
        the
        case of a Revolving Lender, against Company, whether in connection with this
        Agreement, the transactions contemplated herein or any unrelated transaction
        (including any underlying transaction between Company or one of its Subsidiaries
        and the beneficiary for which any Letter of Credit was procured);

       

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

       

      (iv)  payment
        by the applicable Issuing Lender under any Letter of Credit against presentation
        of a draft or other document which does not substantially comply with the
        terms
        of such Letter of Credit;

       

      (v)  any
        Material Adverse Effect;

       

      (vi)  any
        breach of this Agreement or any other Loan Document by any party
        thereto;

       

      (vii)  any
        other
        circumstance or happening whatsoever, whether or not similar to any of the
        foregoing; or

       

      (viii)  the
        fact
        that an Event of Default or a Potential Event of Default shall have occurred
        and
        be continuing;

       

      provided,
        in each case, that payment by the applicable Issuing Lender under the
        applicable  Letter of Credit shall not have constituted gross
        negligence or willful misconduct of such Issuing Lender under the circumstances
        in question (as determined by a final judgment of a court of competent
        jurisdiction).

       


      
        
          
          

        

        
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                3.5  

              	
                Nature
                  of Issuing Lenders’
Duties.

              


      

       

      As
        between Company and any Issuing Lender, Company assumes all risks of the
        acts
        and omissions of, or misuse of the Letters of Credit issued by such Issuing
        Lender by, the respective beneficiaries of such Letters of Credit.  In
        furtherance and not in limitation of the foregoing, such Issuing Lender shall
        not be responsible for:  (i) the form, validity, sufficiency,
        accuracy, genuineness or legal effect of any document submitted by any party
        in
        connection with the application for and issuance of any such Letter of Credit,
        even if it should in fact prove to be in any or all respects invalid,
        insufficient, inaccurate, fraudulent or forged; (ii) the validity or
        sufficiency of any instrument transferring or assigning or purporting to
        transfer or assign any such Letter of Credit or the rights or benefits
        thereunder or proceeds thereof, in whole or in part, which may prove to be
        invalid or ineffective for any reason; (iii) failure of the beneficiary of
        any such Letter of Credit to comply fully with any conditions required in
        order
        to draw upon such  Letter of Credit; (iv) errors, omissions,
        interruptions or delays in transmission or delivery of any messages, by mail,
        cable, telegraph, telex or otherwise, whether or not they be in cipher;
        (v) errors in interpretation of technical terms; (vi) any loss or
        delay in the transmission or otherwise of any document required in order
        to make
        a drawing under any such Letter of Credit or of the proceeds thereof;
        (vii) the misapplication by the beneficiary of any such Letter of Credit of
        the proceeds of any drawing under such Letter of Credit; or (viii) any
        consequences arising from causes beyond the control of such Issuing Lender,
        including any act or omission by a Government Authority, and none of the
        above
        shall affect or impair, or prevent the vesting of, any of such Issuing Lender’s
        rights or powers hereunder.

       

      In
        furtherance and extension and not in limitation of the specific provisions
        set
        forth in the first paragraph of this subsection 3.5, any action taken or
        omitted by any Issuing Lender under or in connection with the Letters of
        Credit
        issued by it or any documents and certificates delivered thereunder, if taken
        or
        omitted in good faith, shall not put such Issuing Lender under any resulting
        liability to Company.

       

      Notwithstanding
        anything to the contrary contained in this subsection 3.5, Company shall
        retain any and all rights it may have against any Issuing Lender for any
        liability arising solely out of the gross negligence or willful misconduct
        of
        such Issuing Lender, as determined by a final judgment of a court of competent
        jurisdiction.

       


      
        
          
          

        

        
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                3.6  

              	
                Additional
                  Letter of Credit
                  Facilities.

              


      

       

      Company
        may, at any time and from time to time from and after the Closing Date but
        prior
        to the fourth anniversary of the Closing Date, elect to add one or more
        additional letter of credit facilities under this Agreement (each an
“Additional Letter of Credit Facility” and collectively,
“Additional Letter of Credit Facilities”); provided that
        (i) the aggregate outstanding Letters of Credit issued under all such Additional
        Letter of Credit Facilities shall not exceed $500,000,000, (ii) Company shall
        execute and deliver such documents and instruments and take such other actions
        as may be reasonably requested by Administrative Agent in connection with
        the
        addition of any Additional Letter of Credit Facility, (iii) no Potential
        Event
        of Default or Event of Default shall have occurred and be continuing or would
        occur after giving effect to such Additional Letter of Credit Facility, and
        (iv)
        Company and its Subsidiaries shall be in compliance, on a pro forma basis,
        with
        subsection 7.6A, as of the last day of the most
        recently ended Fiscal Quarter before and after giving
        effect to such Additional Letter of Credit Facility.  Any request
        under this subsection 3.6 shall be submitted by Company to Administrative
        Agent
        (which shall promptly forward copies to Lenders).  At the time of
        sending such request, Company (in consultation with Administrative Agent)
        shall
        specify the time period within which each Lender is requested to respond
        (which
        in no event shall be more than ten Business Days from the date of delivery
        of
        such request).  Company may also specify any fees offered to those
        Lenders which agree to provide commitments pursuant to any Additional Letter
        of
        Credit Facility, which fees may be variable based upon the amount of the
        commitment which any such Lender is willing to provide under such
        Additional  Letter of Credit Facility.  No Lender shall have
        any obligation, express or implied, to provide a commitment under any Additional
        Letter of Credit Facility.  No Lender which declines to provide a
        commitment under any Additional Letter of Credit Facility may be replaced
        with
        respect to its existing Commitment as a result thereof without such Lender’s
        consent.  Each Lender which has agreed to provide a commitment under
        any Additional Letter of Credit Facility shall notify Administrative Agent
        within the time period specified above of the proposed amount of its
        commitment.  Company may accept some or all of the offered amounts or
        designate new lenders that qualify as Eligible Assignees and that are reasonably
        acceptable to Administrative Agent to provide a commitment under any Additional
        Letter of Credit Facility hereunder in accordance with this subsection
        3.6.  Company and Administrative Agent shall have discretion jointly
        to adjust the allocation of the amounts of all commitments provided under
        any
        Additional Letter of Credit Facility.  Subject to the foregoing, any
        Additional Letter of Credit Facility requested by Company shall be effective
        upon delivery to Administrative Agent of each of the following
        documents:  (i) an originally executed copy of an amendment to this
        Agreement signed by Company, Requisite Lenders and any new Lenders; (ii)
        a
        notice to Lenders, in form and substance reasonably acceptable to Administrative
        Agent, signed by a duly authorized officer of Company; (iii) an Officer’s
        Certificate of Company, in form and substance reasonably acceptable to
        Administrative Agent as to the authority of the officer executing the amendment
        on behalf of Company; and (iv) any other certificates or documents that
        Administrative Agent shall reasonably request, in form and substance reasonably
        satisfactory to Administrative Agent.  The aggregate amount of any
        Additional Letter of Credit Facility shall be an amount equal to the aggregate
        amount of the commitments provided by Lenders under such Additional Letter
        of
        Credit Facility.  Upon effectiveness of any Additional Letter of
        Credit Facility, the Pro Rata Share of each Lender will be adjusted to give
        effect to the commitments provided under such Additional Letter of Credit
        Facility.

       


      
        
          
          

        

        
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      Section
        4.  CONDITIONS
        TO LOANS AND LETTERS OF CREDIT

       

      The
        obligations of Lenders to make Loans and the issuance of Revolving Letters
        of
        Credit hereunder are subject to the satisfaction of the following
        conditions.

       

      
        	
                4.1  

              	
                Conditions
                  to Term Loans and Initial Revolving Loans and Swing Line
                  Loans.

              


      

       

      The
        obligations of Lenders to make the Term Loans and any Revolving Loans and
        Swing
        Line Loans to be made on the Closing Date are, in addition to the conditions
        precedent specified in subsection 4.2, subject to prior or concurrent
        satisfaction of the following conditions:

       

      A.  Loan
        Party Documents.  On or before the Closing Date, Company
        shall, and shall cause each other Loan Party (other than the Non-Material
        Subsidiary Guarantors in the case of the items described in clauses (i),
        (ii) and (iii) below and schedules to the Pledge Agreement, the Security
        Agreement and the Subsidiary Guaranty to be delivered by such Non-Material
        Subsidiary Guarantors and described in clause (iv) below) to, deliver to
        Lenders
        (or to Joint-Lead Arrangers with sufficient originally executed copies, where
        appropriate, for each Lender) the following with respect to Company or such
        Loan
        Party, as the case may be, each, unless otherwise noted, dated the Closing
        Date:

       

      (i)  Copies
        of
        the Organizational Documents of such Person, certified by the Secretary of
        State
        of its jurisdiction of organization or, if such document is of a type that
        may
        not be so certified, certified by the secretary or similar officer of the
        applicable Loan Party, together with a good standing certificate from the
        Secretary of State of its jurisdiction of organization and, to the extent
        generally available, a certificate or other evidence of good standing as
        to
        payment of any applicable franchise or similar taxes from the appropriate
        taxing
        authority of such jurisdiction, each dated a recent date prior to the Closing
        Date;

       

      (ii)  Resolutions
        of the Governing Body of such Person approving and authorizing the execution,
        delivery and performance of the Loan Documents to which it is a party, certified
        as of the Closing Date by the secretary or similar officer of such Person
        as
        being in full force and effect without modification or amendment;

       

      (iii)  Signature
        and incumbency certificates of the officers of such Person executing the
        Loan
        Documents to which it is a party;

       

      (iv)  Executed
        originals of the Loan Documents (other than Foreign Pledge Agreements) to
        which
        such Person is a party; and

       

      (v)  Such
        other documents as Administrative Agent or Joint-Lead Arrangers may reasonably
        request.

       

      B.  Fees.  Company
        shall have paid to Administrative Agent, for distribution (as appropriate)
        to
        Administrative Agent or other Agents, Joint-Lead Arrangers and Lenders, the
        fees
        payable on the Closing Date referred to in subsection 2.3.

       


      
        
          
          

        

        
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      C.  Corporate
        and Capital Structure; Ownership.  The corporate
        organizational structure, capital structure and ownership of Company and
        its
        Subsidiaries, both before and after giving effect to the Acquisition and
        the
        Merger, shall be as set forth on Schedule 4.1Cof the Company Disclosure
        Letter.

       

      D.  Representations
        and Warranties; Performance of Agreements.  Company shall
        have delivered to Joint-Lead Arrangers an Officer’s Certificate, in form and
        substance satisfactory to Joint-Lead Arrangers, to the effect that the
        representations and warranties in Section 5 are true, correct and complete
        in
        all material respects on and as of the Closing Date to the same extent as
        though
        made on and as of that date (or, to the extent such representations and
        warranties specifically relate to an earlier date, that such representations
        and
        warranties were true, correct and complete in all material respects on and
        as of
        such earlier date) and that Company shall have performed in all material
        respects all agreements and satisfied all conditions which this Agreement
        provides shall be performed or satisfied by it on or before the Closing Date
        except as otherwise disclosed to and agreed to in writing by Joint-Lead
        Arrangers; provided that, if a representation and warranty, covenant or
        condition is qualified as to materiality, the applicable materiality qualifier
        set forth above shall be disregarded with respect to such representation
        and
        warranty, covenant or condition.

       

      E.  Financial
        Statements; Pro Forma Financial Statements.  On or before the
        Closing Date, Joint-Lead Arrangers shall have received from Company
        (i) publicly available audited financial statements of WGII and its
        Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005
        and
        December 29, 2006, consisting of balance sheets and the related consolidated
        statements of income, stockholders’ equity and cash flows for such Fiscal Years,
        audited by Deloitte & Touche and prepared in conformity with GAAP, together
        with such accountants’ report thereon, (ii) publicly available audited financial
        statements of Company and its Subsidiaries for the Fiscal Years ended October
        31, 2004, December 30, 2005 and December 29, 2006, audited by
        PricewaterhouseCoopers and prepared in conformity with GAAP, together with
        such
        accountants’ report thereon, and unaudited financial statements for the
        two-month period ended December 31, 2004, in each case consisting of
        consolidated balance sheets and the related statements of income, stockholders’
equity and cash flows for such Fiscal Years or two-month period ended December
        31, 2004, as applicable, (iii) publicly available unaudited interim
        financial statements of WGII and its Subsidiaries as at June 29, 2007,
        consisting of a balance sheet and the related consolidated statements of
        income
        and cash flows for the six-month period ending on such date, all in reasonable
        detail and certified by the chief financial officer of WGII that they fairly
        present the financial condition of WGII and its Subsidiaries as at the dates
        indicated and the results of their operations and their cash flows for the
        periods indicated, subject to changes resulting from audit and normal year-end
        adjustments, (iv) publicly available unaudited interim financial statements
        of Company and its Subsidiaries as at June 29, 2007, consisting of a balance
        sheet and the related consolidated statements of income  and cash
        flows for the six-month period ending on such date, all in reasonable detail
        and
        certified by the chief financial officer of Company that they fairly present
        the
        financial condition of Company and its Subsidiaries as at the dates indicated
        and the results of their operations and their cash flows for the periods
        indicated, subject to changes resulting from audit and normal year-end
        adjustments,

       


      
        
          
          

        

        
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      (v)
        a
proforma consolidated balance sheet of Company, WGII and their
        respective Subsidiaries as at the Closing Date, prepared in accordance with
        GAAP
        and giving effect to the Transaction, which pro forma financial statements
        shall
        be in form and substance satisfactory to Joint-Lead Arrangers together with
        a
        certificate from the chief financial officer of Company to the effect that
        such
        balance sheet fairly presents the pro forma financial position of Company,
        WGII
        and their respective Subsidiaries, after giving effect to the Transaction,
        in
        accordance with GAAP, and (vi) forecasted financial statements (including
        balance sheets, and income and cash flow statements) of Company and its
        Subsidiaries for the seven-year period after the Closing Date, such financial
        statements to be on a quarterly basis for Fiscal Years 2007 and 2008 and
        on an
        annual basis thereafter, giving effect to transactions contemplated by this
        Agreement, all of the foregoing in form and substance satisfactory to Joint-Lead
        Arrangers.

       

      F.  Opinions
        of Counsel to Loan Parties.  Lenders shall have received
        originally executed copies of one or more favorable written opinions of Cooley
        Godward Kronish LLP, in form and substance reasonably satisfactory to Joint-Lead
        Arrangers and their counsel, dated as of the Closing Date and setting forth
        substantially the matters in the opinions designated in Exhibit XI
        annexed hereto and as to such other matters as Joint-Lead Arrangers acting
        on
        behalf of Lenders may reasonably request, and favorable written opinions
        of
        other counsel to the Loan Parties in form and substance reasonably satisfactory
        to Joint-Lead Arrangers setting forth such matters as Joint-Lead Arrangers
        may
        reasonably request (this Agreement constituting a written request by Company
        to
        such counsel to deliver such opinions to Lenders).

       

      G.  Security
        Interests in Collateral.  Joint-Lead Arrangers shall have
        received evidence satisfactory to them that Company and Subsidiary Guarantors
        shall have taken or caused to be taken all such actions, executed and delivered
        or caused to be executed and delivered all such agreements, documents and
        instruments, and made or caused to be made all such filings and recordings
        (other than the filing or recording of items described in clauses (ii),
        (iii) and (iv) below) that may be necessary or, in the opinion of Joint-Lead
        Arrangers, desirable in order to create in favor of Administrative Agent,
        for
        the benefit of Lenders, a valid and (upon such filing and recording) perfected
        First Priority security interest in all Collateral.  Such actions
        shall include the following:

       

      (i)  Stock
        Certificates and Instruments.  Delivery to Joint-Lead Arrangers of
        (a) certificates (which certificates shall be accompanied by irrevocable
        undated stock powers, duly endorsed in blank and otherwise satisfactory in
        form
        and substance to Joint-Lead Arrangers) representing all Capital Stock pledged
        pursuant to the Pledge Agreement or the Security Agreement, as applicable,
        to
        the extent such Capital Stock is certificated  (other than any
        certificates representing certificated Capital Stock of the Subsidiaries
        of
        Non-Material Subsidiary Guarantors (other than Material Domestic Subsidiaries
        and Material Foreign Subsidiaries) and accompanying stock powers) and
        (b) all promissory notes or other instruments (duly endorsed, where
        appropriate, in a manner satisfactory to Joint-Lead Arrangers) evidencing
        any
        Collateral required to be pledged;

       


      
        
          
          

        

        
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      (ii)  UCC
        Financing Statements and Fixture Filings.  Delivery to Joint-Lead
        Arrangers of duly completed UCC financing statements and, where appropriate,
        fixture filings, with respect to all Collateral of such Loan Party, for filing
        in all jurisdictions as may be necessary or, in the opinion of Joint-Lead
        Arrangers, desirable to perfect the security interests created in such
        Collateral pursuant to the Collateral Documents;

       

      (iii)  Lien
        Searches and UCC Termination Statements.  Delivery to Joint-Lead
        Arrangers of (a) the results of a recent search, by a Person satisfactory
        to Joint-Lead Arrangers, of all effective UCC financing statements and fixture
        filings and all judgment and tax lien filings which may have been made with
        respect to any personal or mixed property of any Loan Party, together with
        copies of all such filings disclosed by such search, and (b) duly completed
        UCC termination statements and authorization of the filing thereof from the
        applicable secured party as may be necessary to terminate any effective UCC
        financing statements or fixture filings disclosed in such search (other than
        any
        such financing statements or fixture filings in respect of Liens permitted
        to
        remain outstanding pursuant to the terms of this Agreement); and

       

      (iv)  Cover
        Sheets, etc.  Delivery to Joint-Lead Arrangers of all cover sheets
        or other documents or instruments required to be filed with any IP Filing
        Office
        in order to create or perfect Liens in respect of any IP Collateral, together
        with releases duly executed (if necessary) of security interests by all
        applicable Persons for filing in all applicable jurisdictions as may be
        necessary to terminate any effective filings in any IP Filing Office in respect
        of any IP Collateral (other than any such filings in respect of Liens permitted
        to remain outstanding pursuant to the terms of this Agreement).

       

      H.  Environmental
        Reports.  Joint-Lead Arrangers shall have received all
        reports and other information regarding environmental matters relating to
        the
        Facilities which have been obtained and relating to WGII and its Subsidiaries
        obtained in connection with the Merger Agreement.

       

      I.  Matters
        Relating to Existing Indebtedness of Company and its
        Subsidiaries.  On the Closing Date, Company and its
        Subsidiaries shall (a) repay in full all Indebtedness outstanding under the
        Existing Credit Agreements, (b) terminate any commitments to lend or make
        other
        extensions of credit thereunder, (c) deliver to Joint-Lead Arrangers all
        documents or instruments necessary to release all Liens securing Indebtedness
        or
        other obligations of Company, WGII and their respective Subsidiaries thereunder,
        and (d) make arrangements satisfactory to Joint-Lead Arrangers with respect
        to
        any letters of credit outstanding thereunder.

       

      J.  Completion
        of Proceedings.  All corporate and other proceedings taken or
        to be taken in connection with the transactions contemplated hereby and all
        documents incidental thereto not previously found acceptable by Joint-Lead
        Arrangers, acting on behalf of Lenders, and their counsel shall be satisfactory
        in form and substance to Joint-Lead Arrangers and such counsel, and Joint-Lead
        Arrangers and such counsel shall have received all such counterpart originals
        or
        certified copies of such documents as Joint-Lead Arrangers may reasonably
        request.

       


      
        
          
          

        

        
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      K.  Company
        Disclosure Letter.  Company shall have delivered to
        Joint-Lead Arrangers the Company Disclosure Letter.

       

      L.  Subsidiary
        Guarantor Gross Revenues.  The aggregate gross revenues of
        Company and the Subsidiary Guarantors on a consolidated basis for the Fiscal
        Year ended December 29, 2006 shall be equal to at least 90% of the aggregate
        gross revenues of Company and its Domestic Subsidiaries on a consolidated
        basis
        for such Fiscal Year, after giving effect to the Transaction, and each Material
        Domestic Subsidiary shall have executed the Subsidiary Guaranty as of the
        Closing Date.  Company shall deliver to Joint-Lead Arrangers a
        certificate demonstrating in reasonable detail compliance with such
        requirements.

       

      M.  Patriot
        Act Compliance.  Joint-Lead Arrangers shall have received, at
        least five Business Days prior to the Closing Date, all documentation and
        other
        information required by bank regulatory authorities under the applicable
“know
        your customer” and anti-money laundering rules and regulations,
        including  the Patriot Act.

       

      N.  Evidence
        of Insurance.  Joint-Lead Arrangers shall have received a
        certificate from Company’s insurance broker or other evidence satisfactory to
        them that all insurance required to be maintained pursuant to
        subsection 6.4 is in full force and effect and that Administrative Agent on
        behalf of Lenders has been named as additional insured and/or loss payee
        thereunder to the extent required under subsection 6.4.

       

      O.  Necessary
        Governmental Authorizations and Consents; Expiration of Waiting Periods,
        Etc.  Company shall have obtained all Governmental
        Authorizations and all consents of other Persons, in each case that are
        necessary in connection with the Acquisition and the Merger, the other
        transactions contemplated by the Loan Documents and the Related Agreements
        and
        each such Governmental Authorization and consent shall be in full force and
        effect, in each case other than those the failure to obtain or maintain which,
        either individually or in the aggregate, could not reasonably be expected
        to
        result in a Material Adverse Effect.  All applicable waiting periods
        shall have expired without any action being taken or threatened by any competent
        authority that would restrain, prevent or otherwise impose adverse conditions
        on
        the Acquisition and the Merger or the financing thereof.  No action,
        request for stay, petition for review or rehearing, reconsideration, or appeal
        with respect to any of the foregoing shall be pending, and the time for any
        applicable Government Authority to take action to set aside its consent on
        its
        own motion shall have expired.

       

      P.  Related
        Agreements.

       

      (i)  Acquisition
        and Merger.  Any material change
        in the Acquisition or Merger contemplated in the draft of the Merger Agreement
        delivered to Joint-Lead Arrangers on May 27, 2007 shall be in form and substance
        reasonably satisfactory to Joint-Lead Arrangers.

       


      
        
          
          

        

        
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      (ii)  Related
        Agreements in Full Force and Effect.  Joint-Lead Arrangers shall
        have received a fully executed or conformed copy of each Related Agreement
        and
        any documents executed in connection therewith, and each Related Agreement
        shall
        be in full force and effect and in compliance in all material respects with
        applicable laws and regulations (other than the Certificate of Merger which
        shall be in full force and effect promptly after the making of the initial
        Loans) and no provision of the Merger Agreement shall have been amended,
        supplemented, waived or otherwise modified in any material respect without
        the
        prior written consent of Joint-Lead Arrangers.

       

      Q.  Consummation
        of Acquisition and Merger.

       

      (i)  All
        conditions to the Acquisition and the Merger set forth in Article VI of the
        Merger Agreement shall have been satisfied or the fulfillment of any such
        conditions shall have been waived and in the case of a waiver of any such
        conditions in any material respect Joint-Lead Arrangers shall have consented
        to
        such waiver.

       

      (ii)  Concurrently
        with the making of the Loans, the Acquisition shall have become effective
        in
        accordance with the terms of the Merger Agreement, and the Merger shall have
        become effective in accordance with the terms of the Merger Agreement, the
        Certificate of Merger and the laws of the State of Delaware, and Joint-Lead
        Arrangers shall have received satisfactory evidence of the filing of the
        Certificate of Merger with the Secretary of State of the State of
        Delaware.

       

      (iii)  Joint-Lead
        Arrangers shall have received an Officer’s Certificate of Company to the effect
        set forth in clauses (i) and (ii) above and stating that Company will proceed
        to
        consummate the Acquisition and the Merger immediately upon the making of
        the
        initial Loans.

       

      R.  Leverage
        Ratio.  As of the Closing Date, the ratio of Combined Pro
        Forma Total Debt to Combined Pro Forma EBITDA shall not exceed 3.50:1.00,
        and
        Joint-Lead Arrangers shall have received an Officer’s Certificate executed by a
        financial officer of Company setting forth such ratio and the calculation
        thereof.

       

      S.  Credit
        Rating.  Company shall have received, at least 30 days prior
        to the Closing Date, (i) a corporate family rating, after giving pro forma
        effect to the consummation of the Transaction, from Moody’s and (ii) a corporate
        rating, after giving pro forma effect to the consummation of the Transaction,
        from S&P.

       

      
        	
                4.2  

              	
                Conditions
                  to All Loans.

              


      

       

      The
        obligation of each Lender to make its Loans on each Funding Date are subject
        to
        the following further conditions precedent:

       

      A.  Administrative
        Agent shall have received before that Funding Date, in accordance with the
        provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each
        case signed by a duly authorized Officer of Company.

       


      
        
          
          

        

        
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      B.  As
        of
        that Funding Date:

       

      (i)  The
        representations and warranties contained herein and in the other Loan Documents
        (a) that do not contain a materiality qualification shall be true, correct
        and
        complete in all material respects on and as of that Funding Date to the same
        extent as though made on and as of that date, except to the extent such
        representations and warranties specifically relate to an earlier date, in
        which
        case such representations and warranties shall have been true, correct and
        complete in all material respects on and as of such earlier date; and (b)
        that
        contain a materiality qualification shall be true, correct and complete on
        and
        as of that Funding Date to the same extent as though made on and as of that
        date, except to the extent such representations and warranties specifically
        relate to an earlier date, in which case such representations and warranties
        shall have been true, correct and complete on and as of such earlier
        date;

       

      (ii)  No
        event
        shall have occurred and be continuing or would result from the consummation
        of
        the borrowing contemplated by such Notice of Borrowing that would constitute
        an
        Event of Default or a Potential Event of Default;

       

      (iii)  Each
        Loan
        Party shall have performed in all material respects all agreements and satisfied
        all conditions which this Agreement provides shall be performed or satisfied
        by
        it on or before that Funding Date; and

       

      (iv)  No
        order,
        judgment or decree of any arbitrator or Government Authority shall purport
        to
        enjoin or restrain such Lender from making the Loans to be made by it on
        that
        Funding Date.

       

      
        	
                4.3  

              	
                Conditions
                  to Revolving Letters of
                  Credit.

              


      

       

      The
        issuance of any Revolving Letter of Credit hereunder (whether or not the
        applicable Issuing Lender is obligated to issue such Revolving Letter of
        Credit)
        is subject to the following conditions precedent:

       

      A.  On
        or
        before the date of issuance of the initial Revolving Letter of Credit pursuant
        to this Agreement, the initial Loans shall have been made.

       

      B.  On
        or
        before the date of issuance of such Revolving Letter of Credit, Administrative
        Agent shall have received, in accordance with the provisions of subsection
        3.1B(i), an originally executed Request for Revolving Letter of Credit Issuance
        (or a facsimile copy thereof), in each case signed by a duly authorized Officer
        of Company, together with all other information specified in
        subsection 3.1B(i), and such other documents or information as the
        applicable Issuing Lender may reasonably require in connection with the issuance
        of such Revolving Letter of Credit.

       

      C.  On
        the
        date of issuance of such Revolving Letter of Credit, all conditions precedent
        described in subsection 4.2B shall be satisfied to the same extent as if
        the issuance of such Revolving Letter of Credit were the making of a Loan
        and
        the date of issuance of such Revolving Letter of Credit were a Funding
        Date.

       


      
        
          
          

        

        
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      Section
        5.  COMPANY’S
        REPRESENTATIONS AND WARRANTIES

       

      In
        order
        to induce Lenders to enter into this Agreement and to make the Loans, to
        induce
        Issuing Lenders to issue Letters of Credit, Company represents and warrants
        to
        each Lender:

       

      
        	
                5.1  

              	
                Organization,
                  Powers, Qualification, Good Standing, Business and
                  Subsidiaries.

              


      

       

      A.  Organization
        and Powers.  Each Loan Party is duly organized, validly
        existing and in good standing under the laws of its jurisdiction of organization
        as specified on Schedule 5.1A of the Company Disclosure
        Letter.  Each Loan Party has all requisite power and authority to own
        and operate its properties, to carry on its business as now conducted and
        as
        proposed to be conducted, to enter into the Loan Documents and the Related
        Documents to which it is a party and to carry out the transactions contemplated
        thereby.

       

      B.  Qualification
        and Good Standing.  Each Loan Party is qualified to do
        business and in good standing in every jurisdiction where its assets are
        located
        and wherever necessary to carry out its business and operations, in each
        case
        except in jurisdictions where the failure to be so qualified or in good standing
        has not had and would not be likely to result in a Material Adverse
        Effect.

       

      C.  Conduct
        of Business.  Company and its Subsidiaries are engaged only
        in the businesses permitted to be engaged in pursuant to
        subsection 7.9.

       

      D.  Subsidiaries.  All
        of the Subsidiaries of Company as of the Closing Date and their jurisdictions
        of
        organization are identified on Schedule 5.1D of the Company
        Disclosure Letter.  The Capital Stock of each of the Domestic
        Subsidiaries identified on Schedule 5.1D of the Company Disclosure
        Letter is duly authorized, validly issued, fully paid and nonassessable and
        none
        of such Capital Stock constitutes Margin
        Stock.  Schedule 5.1D of the Company Disclosure Letter
        correctly sets forth, as of the Closing Date, the ownership interest of Company
        and each of its Subsidiaries in each of the Subsidiaries of Company identified
        therein and of WGII and each of its Subsidiaries in each of the Subsidiaries
        of
        WGII identified therein.

       

      E.  Dormant
        Subsidiaries.  As of the Closing Date, each Dormant
        Subsidiary is either (i) not actively engaged in any business or (ii) in
        the
        process of being liquidated, dissolved or merged with an Affiliate.

       

      
        	
                5.2  

              	
                Authorization
                  of Borrowing, etc.

              


      

       

      A.  Authorization
        of Borrowing.  The execution, delivery and performance of the
        Loan Documents and the Related Agreements have been duly authorized by all
        necessary action on the part of each Loan Party that is a party
        thereto.

       


      
        
          
          

        

        
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      B.  No
        Conflict.  The execution, delivery and performance by each
        Loan Party of the Loan Documents and the Related Agreements to which it is
        a
        party and the consummation of the transactions contemplated by the Loan
        Documents and the Related Agreements do not and will not (i) violate any
        provision of any law or any governmental rule or regulation applicable to
        Company or any of its Subsidiaries, the Organizational Documents of Company
        or
        any of its Subsidiaries or any order, judgment or decree of any court or
        other
        Government Authority binding on Company or any of its Subsidiaries,
        (ii) conflict with, result in a breach of or constitute (with due notice or
        lapse of time or both) a default under any Contractual Obligation of Company
        or
        any of its Subsidiaries in any manner that would be likely to result in a
        Material Adverse Effect; (iii) result in or require the creation or
        imposition of any Lien upon any of the properties or assets of Company or
        any of
        its Subsidiaries (other than any Liens created under any of the Loan Documents
        in favor of Administrative Agent on behalf of Lenders or Permitted
        Encumbrances); or (iv) require any approval of stockholders or any approval
        or consent of any Person under any Contractual Obligation of Company or any
        of
        its Subsidiaries, except for such approvals or consents which will be obtained
        on or before the Closing Date and disclosed in writing to Lenders.

       

      C.  Governmental
        Consents.  The execution, delivery and performance by each
        Loan Party of the Loan Documents and the Related Agreements to which it is
        a
        party and the consummation of the transactions contemplated by the Loan
        Documents and the Related Agreements do not and will not require any
        Governmental Authorization, except as have been obtained.

       

      D.  Binding
        Obligation.  Each of the Loan Documents and the Related
        Agreements has been duly executed and delivered by each Loan Party that is
        a
        party thereto and is the legally valid and binding obligation of such Loan
        Party, enforceable against such Loan Party in accordance with its respective
        terms, except as may be limited by bankruptcy, insolvency, reorganization,
        moratorium or similar laws relating to or limiting creditors’ rights generally
        or by equitable principles relating to enforceability.

       

      
        	
                5.3  

              	
                Financial
                  Condition.

              


      

       

      Company
        has heretofore delivered to Lenders, at Lenders’ request, the financial
        information set forth in subsection 4.1E.  All such statements
        (other than pro forma financial statements and projected financial statements)
        were prepared in conformity with GAAP and present fairly, in all material
        respects, the financial position (on a consolidated basis) of the entities
        described in such financial statements as at the respective dates thereof
        and
        the results of operations and cash flows (on a consolidated basis) of the
        entities described therein for each of the periods then ended, subject, in
        the
        case of any such unaudited financial statements, to changes resulting from
        audit
        and normal year-end adjustments.

       

      
        	
                5.4  

              	
                No
                  Material Adverse
                  Change.

              


      

       

      Since
        December 31, 2006, no event or change has occurred that has resulted in or
        evidences, either in any case or in the aggregate, a Material Adverse
        Effect.

       


      
        
          
          

        

        
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                5.5  

              	
                Title
                  to Properties; Liens; Real Property; Intellectual
                  Property.

              


      

       

      A.  Title
        to Properties; Liens.  Company and its Subsidiaries have
        (i) good, sufficient and legal title to (in the case of fee interests in
        real property), (ii) valid leasehold interests in (in the case of leasehold
        interests in real or personal property), or (iii) good title to (in the
        case of all other personal property), all of their respective properties
        and
        assets reflected in the financial statements referred to in subsection 5.3
        or in the most recent financial statements delivered pursuant to
        subsection 6.1, in each case except for assets disposed of since the date
        of such financial statements in the ordinary course of business or as otherwise
        permitted pursuant to subsection 7.7.  Except as permitted
        pursuant to this Agreement, all such properties and assets are free and clear
        of
        Liens.

       

      B.  Real
        Property.  As of the Closing Date, Schedule 5.5B of
        the Company Disclosure Letter contains a true, accurate and complete list
        of all
        fee interests in any Real Property Assets.

       

      C.  Intellectual
        Property.  As of the Closing Date, Company and its
        Subsidiaries own or have the right to use, all Intellectual Property used
        in the
        conduct of their business, except where the failure to own or have such right
        to
        use in the aggregate could not reasonably be expected to result in a Material
        Adverse Effect.  No claim has been asserted and is pending by any
        Person challenging or questioning the use of any such Intellectual Property
        or
        the validity or effectiveness of any such Intellectual Property, nor does
        Company know of any valid basis for any such claim, except for such claims
        that
        in the aggregate could not reasonably be expected to result in a Material
        Adverse Effect.  The use of such Intellectual Property by Company and
        its Subsidiaries does not infringe on the rights of any Person, except for
        such
        claims and infringements that, in the aggregate, could not reasonably be
        expected to result in a Material Adverse Effect.  All federal, state
        and foreign registrations of and applications for Intellectual Property,
        and all
        unregistered Intellectual Property, that are owned or licensed by Company
        or any
        of its Domestic Subsidiaries on the Closing Date are described on Schedule
        5.5C of the Company Disclosure Letter.  All federal, state and
        material foreign registrations of and applications for Intellectual Property,
        and all material unregistered Intellectual Property, that are owned or licensed
        by any of Foreign Subsidiaries of Company on the Closing Date are described
        on
Schedule 5.5C of the Company Disclosure Letter.

       


      
        
          
          

        

        
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                5.6  

              	
                Litigation;
                  Adverse Facts.

              


      

       

      Except
        as
        set forth on Schedule 5.6 of the Company Disclosure Letter, there
        are no Proceedings (whether or not purportedly on behalf of Company or any
        of
        its Subsidiaries) at law or in equity, or before or by any court or other
        Government Authority (including any Environmental Claims) that are pending
        or,
        to the knowledge of any Responsible Officer of Company, threatened against
        or
        affecting Company or any of its Subsidiaries or any property of Company or
        any
        of its Subsidiaries and that, individually or in the aggregate, would be
        likely
        to result in a Material Adverse Effect.  Neither Company nor any of
        its Subsidiaries (i) is in violation of any applicable laws (including
        Environmental Laws) that, individually or in the aggregate, would be likely
        to
        result in a Material Adverse Effect, or (ii) is subject to or in default
        with respect to any final judgments, writs, injunctions, decrees, rules or
        regulations of any court or other Government Authority, that, individually
        or in
        the aggregate, would be likely to result in a Material Adverse
        Effect.

       

      
        	
                5.7  

              	
                Payment
                  of Taxes.

              


      

       

      Except
        to
        the extent permitted pursuant to subsection 6.3 or to the extent that
        failure to perform would not be likely to result in a Material Adverse Effect,
        all tax returns and reports of Company and its Subsidiaries required to be
        filed
        by any of them have been timely filed, and all taxes shown on such tax returns
        to be due and payable and all assessments, fees and other governmental charges
        upon Company and its Subsidiaries and upon their respective properties, assets,
        income, businesses and franchises that are due and payable have been paid
        when
        due and payable.  Company knows of no proposed tax assessment against
        Company or any of its Subsidiaries that is not being actively contested by
        Company or such Subsidiary in good faith and by appropriate proceedings;
        provided that such reserves or other appropriate provisions, if any, as
        shall be required in conformity with GAAP shall have been made or provided
        therefor.

       

      
        	
                5.8  

              	
                Governmental
                  Regulation.

              


      

       

      Neither
        Company nor any of its Subsidiaries is subject to regulation under the Federal
        Power Act, the Interstate Commerce Act or the Investment Company Act of 1940
        or
        under any other federal or state statute or regulation which may limit its
        ability to incur Indebtedness or which may otherwise render all or any portion
        of the Obligations unenforceable.

       

      
        	
                5.9  

              	
                Securities
                  Activities.

              


      

       

      Neither
        Company nor any of its Subsidiaries is engaged principally, or as one of
        its
        important activities, in the business of extending credit for the purpose
        of
        purchasing or carrying any Margin Stock.

       

      Following
        application of the proceeds of each Loan, not more than 25% of the value
        of the
        assets (either of Company only or of Company and its Subsidiaries on a
        consolidated basis) subject to the provisions of subsection 7.2 or 7.7
        or subject to any restriction contained in any agreement or instrument, between
        Company and any Lender or any Affiliate of any Lender, relating to Indebtedness
        and within the scope of subsection 7.2, will be Margin Stock.

       


      
        
          
          

        

        
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                5.10  

              	
                ERISA.

              


      

       

      A.  Each
        employee benefit plan of Company or any of its Subsidiaries intended to qualify
        under Section 401 of the Internal Revenue Code does so qualify where applicable,
        and any trust created thereunder is exempt from tax under the provisions
        of
        Section 501 of the Internal Revenue Code, except where such failures, in
        the
        aggregate, would not result in a Material Adverse Effect.

       

      B.  Each
        Title IV Plan is in compliance in all material respects with applicable
        provisions  of ERISA, the Internal Revenue Code and other Requirements
        of Law except for non-compliances that, in the aggregate, would not result
        in a
        Material Adverse Effect.

       

      C.  There
        has
        been no, nor is there reasonably expected to occur, any ERISA Event other
        than
        those that, in the aggregate, would not result in a Material Adverse
        Effect.

       

      D.  As
        of
        December 29, 2006, the amount of unfunded benefit liabilities (as defined
        in
        Section 4001(a)(18) of ERISA), individually or in the aggregate for all Title
        IV
        Plans maintained by Company and its Subsidiaries (excluding for purposes
        of such
        computation any Title IV Plans with respect to which assets exceed benefit
        liabilities), does not exceed $100,000,000.

       

      
        	
                5.11  

              	
                Environmental
                  Protection.

              


      

       

      Except
        as
        set forth on Schedule 5.11 of the Company Disclosure
        Letter:

       

      (i)  neither
        Company nor any of its Subsidiaries nor, to the knowledge of each Responsible
        Officer of Company, any of their respective Facilities or operations are
        subject
        to any outstanding written order, consent decree or settlement agreement
        with
        any Person relating to (a) any Environmental Law, (b) any
        Environmental Claim, or (c) any Hazardous Materials Activity that,
        individually or in the aggregate, would be likely to result in a Material
        Adverse Effect;

       

      (ii)  there
        are
        and, to the knowledge of each Responsible Officer of Company, have been no
        conditions, occurrences, or Hazardous Materials Activities that could reasonably
        be expected to form the basis of an Environmental Claim against Company or
        any
        of its Subsidiaries that, individually or in the aggregate, would be likely
        to
        result in a Material Adverse Effect; and

       

      (iii)  compliance
        by Company and its Subsidiaries with all current or reasonably foreseeable
        future requirements pursuant to or under Environmental Laws would not,
        individually or in the aggregate, be likely to result in a Material Adverse
        Effect.

       

      
        	
                5.12  

              	
                Employee
                  Matters.

              


      

       

      There
        is
        no strike or work stoppage in existence or threatened involving Company or
        any
        of its Subsidiaries that would be likely to result in a Material Adverse
        Effect.

       


      
        
          
          

        

        
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                5.13  

              	
                Solvency.

              


      

       

      Each
        Loan
        Party is, and upon the incurrence of any Obligations by such Loan Party on
        any
        date on which this representation is made will be, Solvent.

       

      
        	
                5.14  

              	
                Matters
                  Relating to
                  Collateral.

              


      

       

      A.  Governmental
        Authorizations.  No authorization, approval or other action
        by, and no notice to or filing with, any Government Authority is required
        for
        either (i) the pledge or grant by any Loan Party of the Liens purported to
        be created in favor of Administrative Agent pursuant to any of the Collateral
        Documents or (ii) the exercise by Administrative Agent of any rights or
        remedies in respect of any Collateral (whether specifically granted or created
        pursuant to any of the Collateral Documents or created or provided for by
        applicable law), except for filings or recordings contemplated by the Collateral
        Documents and except as may be required, in connection with the disposition
        of
        any Collateral, by laws generally affecting the offering and sale of
        securities.

       

      B.  Absence
        of Third-Party Filings.  Except such as may have been filed
        in favor of Administrative Agent as contemplated by the Collateral Documents
        and
        to evidence permitted lease obligations and other Liens permitted pursuant
        to
        subsection 7.2 or have been filed pursuant to the Existing Credit
        Agreements and are to be terminated in connection with the refinancing of
        the
        obligations thereunder, (i) no effective UCC financing statement, fixture
        filing
        or other instrument similar in effect covering all or any part of the Collateral
        is on file in any filing or recording office and (ii) no document granting
        any
        rights to any third party with respect to any Intellectual Property of Company
        or any of its Subsidiaries has been recorded with the PTO.

       

      C.  Margin
        Regulations.  The pledge of the Collateral pursuant to the
        Collateral Documents does not violate Regulation T, U or X of the
        Board of Governors of the Federal Reserve System.

       

      D.  Information
        Regarding Collateral.  All information supplied to
        Administrative Agent by or on behalf of any Loan Party with respect to any
        of
        the Collateral (in each case taken as a whole with respect to any particular
        Collateral) is accurate and complete in all material respects; provided,
however, that this provision shall not apply during any period in
        which
        such Collateral has been released pursuant to subsection 10.14B.

       


      
        
          
          

        

        
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                5.15  

              	
                Disclosure.

              


      

       

      No
        representation or warranty of Company or any of its Subsidiaries contained
        in
        any Loan Document, Related Agreement or in any other document, certificate
        or
        written statement furnished to Lenders by or on behalf of Company or any
        of its
        Subsidiaries for use in connection with the transactions contemplated by
        this
        Agreement, including the Company Disclosure Letter, contains any untrue
        statement of a material fact or omits to state a material fact (known to
        Company, in the case of any document not furnished by it) necessary in order
        to
        make the statements contained herein or therein not misleading in light of
        the
        circumstances in which the same were made.  Any projections and pro
        forma financial information contained in such materials are based upon good
        faith estimates and assumptions believed by Company to be reasonable at the
        time
        made, it being recognized by Lenders that such projections as to future events
        are not to be viewed as facts and that actual results during the period or
        periods covered by any such projections may differ from the projected
        results.

       

      
        	
                5.16  

              	
                Foreign
                  Assets Control Regulations,
                  etc.

              


      

       

      Neither
        the making of the Loans to, or issuance of a Letter of Credit on behalf of,
        Company nor its use of the proceeds thereof will violate in any material
        respect
        the Trading with the Enemy Act, as amended, or any of the foreign assets
        control
        regulations of the United States Treasury Department (31 CFR, Subtitle B,
        Chapter V, as amended) or any enabling legislation or executive order relating
        thereto.  Without limiting the foregoing, neither Company nor any of
        its Subsidiaries or Affiliates (a) is or will become a Person whose property
        or
        interests in property are blocked 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)) or (b) to its knowledge engages or
        will engage in any dealings or transactions, or be otherwise associated,
        with
        any such Person.  Company and its Subsidiaries and Affiliates are in
        compliance, in all material respects, with the Patriot Act.

       

      
        	
                5.17  

              	
                Related
                  Agreements.

              


      

       

      A.  Delivery
        of Related Agreements.  Company has delivered to Lenders
        complete and correct copies of each Related Agreement and of all exhibits
        and
        schedules thereto.

       

      B.  WGII’s
        Warranties.  Except to the extent otherwise set forth therein
        or in the schedules thereto, each of the representations and warranties given
        by
        WGII to Company in the Merger Agreement (i) that does not contain a materiality
        qualification is true and correct in all material respects on and as of each
        date when made pursuant to the Merger Agreement; and (ii) that contains a
        materiality qualification is true and correct on and as of the each date
        when
        made pursuant to the Merger Agreement.

       


      
        
          
          

        

        
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      C.  Warranties
        of Company.  Subject to the qualifications set forth therein
        or in the schedules thereto, each of the representations and warranties given
        by
        each of Company, First Merger Sub and Second Merger Sub to WGII in the Merger
        Agreement (i) that does not contain a materiality qualification is true and
        correct in all material respects on and as of each date when made pursuant
        to
        the Merger Agreement; and (ii) that contains a materiality qualification
        is true
        and correct on and as of each date when made pursuant to the Merger
        Agreement.

       

      D.  Survival.  Notwithstanding
        anything in the Merger Agreement to the contrary, the representations and
        warranties of WGII and Company set forth in subsections 5.17B and 5.17C shall,
        solely for purposes of this Agreement, survive the Closing Date for the benefit
        of Lenders.

       

      
        	
                5.18  

              	
                Certain
                  Fees.

              


      

       

      Except
        as
        agreed to be paid to Joint-Lead Arrangers in connection with this Agreement,
        no
        broker’s or finder’s fee or commission will be payable with respect to this
        Agreement or any of the transactions contemplated hereby other than those
        payable in connection with the Merger or the Acquisition, and Company hereby
        indemnifies Lenders against, and agrees that it will hold Lenders harmless
        from,
        any claim, demand or liability for any such broker’s or finder’s fees alleged to
        have been incurred in connection herewith or therewith and any expenses
        (including reasonable fees, expenses and disbursements of counsel) arising
        in
        connection with any such claim, demand or liability.

       

       

      Section
        6.  COMPANY’S
        AFFIRMATIVE COVENANTS

       

      Company
        covenants and agrees that, so long as any of the Commitments hereunder shall
        remain in effect and until payment in full of all of the Loans and other
        Obligations (other than Unasserted Obligations) and the cancellation or
        expiration of all Letters of Credit, unless Requisite Lenders shall otherwise
        give prior written consent, Company shall perform, and shall cause each of
        its
        Subsidiaries to perform, all covenants in this Section 6.

       

      
        	
                6.1  

              	
                Financial
                  Statements and Other
                  Reports

              


      

       

      Company
        will maintain, and cause each of the Domestic Subsidiaries to maintain, a
        system
        of accounting established and administered in accordance with sound business
        practices to permit preparation of financial statements in conformity with
        GAAP.  Company will deliver to Administrative Agent:

       


      
        
          
          

        

        
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      (i)  Events
        of Default, etc.:  promptly upon any Responsible Officer of
        Company obtaining knowledge (a) of any condition or event that constitutes
        an
        Event of Default or Potential Event of Default, or becoming aware that any
        Lender has given any notice (other than to Administrative Agent) or taken
        any
        other action with respect to a claimed Event of Default or Potential Event
        of
        Default, or (b) that any Person has given any notice to Company or any of
        its
        Subsidiaries or taken any other action with respect to a claimed default
        or
        event or condition of the type referred to in subsection 8.2, an Officer’s
        Certificate specifying the notice given or action taken by any such Person
        and
        the nature of such claimed Event of Default, Potential Event of Default,
        default, event or condition, and what action Company has taken, is taking
        and
        proposes to take with respect thereto;

       

      (ii)  Quarterly
        Financials:  (a) as soon as available and in any event within
        55 days after the end of each of the first three Fiscal Quarters of each
        Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries
        as
        at the end of such Fiscal Quarter and the related consolidated statements
        of
        income and cash flows of Company and its Subsidiaries for such Fiscal Quarter,
        and for the period from the beginning of the then current Fiscal Year to
        the end
        of such Fiscal Quarter, setting forth in each case in comparative form the
        corresponding figures for the corresponding periods of the previous Fiscal
        Year,
        all in reasonable detail and certified by the chief financial officer or
        chief
        accounting officer of Company that they present fairly, in all material
        respects, the financial condition of Company and its Subsidiaries as at the
        dates indicated and the results of their operations and their cash flows
        for the
        periods indicated, subject to changes resulting from audit and normal year-end
        adjustments and the absence of footnotes, and (b) as soon as available and
        in
        any event within 90 days after the end of each of the first three Fiscal
        Quarters of each Fiscal Year, a summary of such consolidated statements setting
        forth in comparative form the corresponding figures from the Financial Plan
        for
        the current Fiscal Year and a narrative report describing the operations
        of
        Company and its Subsidiaries in each case in the form prepared for presentation
        to the Governing Body of Company for such Fiscal Quarter, and for the period
        from the beginning of the then current Fiscal Year to the end of such Fiscal
        Quarter;

       

      (iii)  Company
        Year-End Financials:  as soon as available and in any event within
        100 days after the end of each Fiscal Year, (a) the consolidated
        balance sheet of Company and its Subsidiaries as at the end of such Fiscal
        Year
        and the related consolidated statements of income, stockholders’ equity and cash
        flows of Company and its Subsidiaries for such Fiscal Year, setting forth
        in
        each case in comparative form the corresponding figures for the previous
        Fiscal
        Year, all in reasonable detail and certified by the chief financial officer
        or
        chief accounting officer of Company that they present fairly, in all material
        respects, the financial condition of Company and its Subsidiaries as at the
        dates indicated and the results of their operations and their cash flows
        for the
        periods indicated,

       


      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      


      


       

      


       

      (b) a
        summary of such consolidated statements setting forth in comparative form
        the
        corresponding figures from the Financial Plan for the current Fiscal Year
        and a
        narrative report describing the operations of Company and its Subsidiaries
        in
        each case in the form prepared for presentation to the Governing Body of
        Company
        for such Fiscal Year, and (c) in the case of such consolidated financial
        statements, a report thereon of PricewaterhouseCoopers or other independent
        certified public accountants of recognized national standing selected by
        Company
        and reasonably satisfactory to Administrative Agent, which report shall be
        unqualified, shall express no doubts about the ability of Company and its
        Subsidiaries to continue as a going concern, and shall state that such
        consolidated financial statements present fairly, in all material respects,
        the
        consolidated financial position of Company and its Subsidiaries as at the
        dates
        indicated and the results of their operations and their cash flows for the
        periods indicated in conformity with GAAP applied on a basis consistent with
        prior years (except as otherwise disclosed in such financial statements)
        and
        that the examination by such accountants in connection with such consolidated
        financial statements has been made in accordance with generally accepted
        auditing standards;

       

      (iv)  Officer’s
        Pricing and Compliance Certificates:  together with each delivery
        of financial statements pursuant to subdivisions (ii) and (iii) above,
        (a) an Officer’s Certificate of Company stating that the signers have
        reviewed the terms of this Agreement and have made, or caused to be made
        under
        their supervision, a review in reasonable detail of the transactions and
        condition of Company and its Subsidiaries during the accounting period covered
        by such financial statements and that such review has not disclosed the
        existence during or at the end of such accounting period, and that the signers
        do not have knowledge of the existence as at the date of such Officer’s
        Certificate, of any condition or event that constitutes an Event of Default
        or
        Potential Event of Default, or, if any such condition or event existed or
        exists, specifying the nature and period of existence thereof and what action
        Company has taken, is taking and proposes to take with respect thereto; and
        (b) a Compliance Certificate demonstrating in reasonable detail compliance
        during and at the end of the applicable accounting periods with the restrictions
        contained in subsections 7.1(iv), (vii), (viii), (ix), (x), and (xi), 7.2A(viii)
        and (ix), 7.3(v), (viii) and (xi), 7.4(ii) and (ix), 7.5(vii), 7.6 and 7.7(iv),
        in each case to the extent compliance with such restrictions is required
        to be
        tested at the end of the applicable accounting period; in addition, on or
        before
        the 55th day following the end of each Fiscal Quarter, a Pricing Certificate
        demonstrating in reasonable detail the calculation of the Consolidated Leverage
        Ratio as of the end of the four-Fiscal Quarter period then ended;

       

      (v)  Accountants’
        Reports:  promptly upon receipt thereof (unless restricted by
        applicable professional standards), copies of all reports submitted to Company
        by independent certified public accountants in connection with each annual,
        interim or special audit of the financial statements of Company and its
        Subsidiaries made by such accountants;

       


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


      


       

      (vi)  SEC
        Filings:  promptly upon their becoming available, copies of
        (a) all financial statements, reports, notices and proxy statements sent or
        made available generally by Company to its security holders or by any Subsidiary
        of Company to its security holders other than Company or another Subsidiary
        of
        Company, and (b) all regular and periodic reports and all registration
        statements (other than on Form S-8, 3, 4, 5, 8-K, Schedule 13D, Schedule
        13G, and Correspondence or any similar form) and prospectuses, if any, filed
        by
        Company or any of its Subsidiaries with any securities exchange or with the
        Securities and Exchange Commission;

       

      (vii)  Litigation
        or Other Proceedings:  (a) promptly upon any Responsible
        Officer of Company obtaining knowledge of (1) the institution of, or
        non-frivolous threat of, any Proceeding against or affecting Company or any
        of
        its Subsidiaries or any property of Company or any of its Subsidiaries not
        previously disclosed in writing by Company to Lenders is reasonably likely
        to
        result in a Material Adverse Effect or (2) any material development in any
        Proceeding that is reasonably likely to result in a Material Adverse Effect,
        written notice thereof together with such other information as may be reasonably
        available to Company to enable Lenders and their counsel to evaluate such
        matters;

       

      (viii)  ERISA
        Matters:  (a) promptly and in any event within 30 days after
        Company, any of its Subsidiaries or any ERISA Affiliate knows, or has reason
        to
        know, that any ERISA Event has occurred that, alone or together with another
        ERISA Event, could reasonably be expected to result in liability to Company,
        any
        Subsidiary and/or any ERISA Affiliate in an aggregate amount exceeding
        $10,000,000, written notice describing such event; (b) promptly and in any
        event
        within ten days after Company, any of its Subsidiaries or any ERISA Affiliate
        knows or has reason to know that a request for a minimum funding waiver under
        Section 412 of the Internal Revenue Code has been filed with respect to any
        Title IV Plan, a written statement of a Responsible Officer of Company
        describing such waiver request and the action, if any, Company, its Subsidiaries
        and ERISA Affiliates propose to take with respect thereto and a copy of any
        notice filed with the PBGC or the IRS pertaining thereto; and (c) simultaneously
        with the date that Company, any of its Subsidiaries or any ERISA Affiliate
        files
        with the PBGC a notice of intent to terminate any Title IV Plan, if, at the
        time
        of such filing, such termination would require material additional contributions
        in order to be considered a standard termination with the meaning of Section
        4041(b) of ERISA, a copy of each notice;

       


      
        
          
          

        

        
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      (ix)  Financial
        Plans:  as soon as practicable and in any event no later than
        90 days following the end of each Fiscal Year, a consolidated financial
        plan for the then current Fiscal Year (the “Financial Plan” for
        such Fiscal Year), including, (a) a forecasted consolidated balance sheet
        and forecasted consolidated statements of income and cash flows of Company
        and
        its Subsidiaries for such Fiscal Year, together with a projected Compliance
        Certificate for such Fiscal Year and an explanation of the assumptions on
        which
        such forecasts are based, (b) forecasted consolidated statements of income
        and cash flows of Company and its Subsidiaries for each Fiscal Quarter of
        such
        Fiscal Year, together with an explanation of the assumptions on which such
        forecasts are based, and (c) such other information and projections as any
        Lender may reasonably request;

       

      (x)  New
        Subsidiaries or Change in Status of Subsidiaries:  annually within
        100 days of the end of each Fiscal Year, (a) all of the data required to
        be set
        forth on Schedule 5.1D of the Company Disclosure Letter with respect
        to all Domestic Subsidiaries, (b) a list of all Material Domestic Subsidiaries
        and a list of all Subsidiaries of Company that have executed a guaranty in
        respect of the obligations of Company under any indenture or agreement relating
        to Securities of Company that have been privately placed pursuant to Rule
        144A
        of the Securities Act or publicly registered under the Securities Act, and
        (c)
        an Officer’s Certificate, together with supporting documentation in form and
        substance satisfactory to Requisite Lenders, setting forth the aggregate
        gross
        revenues for the immediately preceding Fiscal Year of (1) all Subsidiary
        Guarantors and (2) Company and all Domestic Subsidiaries;

       

      (xi)  Patriot
        Act, etc.: with reasonable promptness, information to confirm compliance
        with the representations contained in subsection 5.16 reasonably requested
        by
        any Lender through Administrative Agent;

       

      (xii)  Environmental
        Notices:  promptly upon a Responsible Officer of Company becoming
        aware of receipt by Company or any of its Subsidiaries on its own behalf
        any
        letter or request for information under Section 104 of the Comprehensive
        Environmental Response, Compensation, and Liability Act (42 U.S.C.
§ 9604) or any comparable state law if the facts underlying the letter or
        request could reasonably be expected to result in a Material Adverse Effect;
        and

       

      (xiii)  Other
        Information:  with reasonable promptness, such other information
        and data with respect to Company or any of its Subsidiaries as from time
        to time
        may be reasonably requested by any Lender.

       


      
        
          
          

        

        
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      Financial
        statements and other documents required to be delivered pursuant to  this
        subsection 6.1 (to the extent any such financial statements or other documents
        are included in reports or other materials otherwise filed with the SEC)
        may be
        delivered electronically and if so delivered, shall be deemed to have been
        delivered on the date on which (1) Company posts such financial statements
        or other documents, or provides a link thereto, on Company’s website on the
        Internet or (2) such financial statements or other documents are posted on
        Company’s behalf on an Internet or intranet website, if any, to which each
        Lender and Administrative Agent have access (whether a commercial, third-party
        website or whether sponsored by Administrative Agent); provided that
        (x) Company shall deliver paper copies of such financial statements and
        other documents to Administrative Agent or any Lender that requests Company
        to
        deliver such paper copies until a written request to cease delivering paper
        copies is given by Administrative Agent or such Lender, as the case may be,
        and
        (y) Company shall notify Administrative Agent of the posting of any such
        financial statements and other documents and provide to Administrative Agent
        electronic versions (i.e., soft copies) thereof.

       

      
        	
                6.2  

              	
                Corporate
                  Existence, etc.

              


      

       

      Except
        as
        permitted pursuant to subsection 7.7, Company will, and will cause each of
        its Subsidiaries to, at all times preserve and keep in full force and effect
        its
        existence in the jurisdiction of organization specified on Schedule 5.1D
        of the Company Disclosure Letter and all rights and franchises material to
        its
        business; provided, however, that (i) neither Company nor any of
        its Subsidiaries shall be required to preserve any such right or franchise
        if
        the Governing Body of Company or such Subsidiary shall determine that the
        preservation thereof is no longer desirable in the conduct of the business
        of
        Company or such Subsidiary, as the case may be, and that the loss thereof
        is not
        disadvantageous in any material respect to Company, such Subsidiary or Lenders;
        (ii) Company may discontinue the operations of Banshee Construction Company,
        Inc., Radian International LLC or any Dormant Subsidiary; and
        (iii) Company  may discontinue any operation (including the
        dissolution of any of its Subsidiaries) which the Governing Body of Company
        believes to be no longer in the best interest of Company and its Subsidiaries,
        taken as a whole, to preserve, provided that Company shall not
        discontinue or dissolve any Subsidiary Guarantor or Material Domestic Subsidiary
        other than as permitted pursuant to this Agreement.

       


      
        
          
          

        

        
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                6.3  

              	
                Payment
                  of Taxes and Claims; Tax
                  Consolidation.

              


      

       

      A.  Company
        will, and will cause each of its Subsidiaries to, pay all taxes, assessments
        and
        other governmental charges imposed upon it or any of its properties or assets
        or
        in respect of any of its income, businesses or franchises before any penalty
        accrues thereon, and all claims (including, claims for labor, services,
        materials and supplies) for sums that have become due and payable and that
        by
        law have or may become a Lien upon any of its properties or assets, prior
        to the
        time when any penalty or fine shall be incurred with respect thereto, except
        where the failure to pay such taxes, assessments and governmental charges
        would
        not be likely to result in a Material Adverse Effect; provided that no
        such tax, assessment, charge or claim need be paid if it is being contested
        in
        good faith by appropriate proceedings promptly instituted and diligently
        conducted, so long as (i) such reserve or other appropriate provision, if
        any, as shall be required in conformity with GAAP shall have been made therefor
        and (ii) in the case of a tax, assessment, charge or claim which has or may
        become a Lien against any of the Collateral, such proceedings conclusively
        operate to stay the sale of any portion of the Collateral to satisfy such
        charge
        or claim.

       

      B.  Company
        will not, nor will it permit any of its Subsidiaries to, file or consent
        to the
        filing of any consolidated income tax return with any Person (other than
        Company
        or any of its Subsidiaries or any Joint Ventures in which Company or any
        of its
        Subsidiaries has an interest).

       

      
        	
                6.4  

              	
                Maintenance
                  of Properties; Insurance; Application of Net Insurance/Condemnation
                  Proceeds.

              


      

       

      A.  Maintenance
        of Properties.  Company will, and will cause each of its
        Subsidiaries to, maintain or cause to be maintained in good repair, working
        order and condition, ordinary wear and tear excepted, all material properties
        used or useful in the business of Company and its Subsidiaries (including
        all
        Intellectual Property) and from time to time will make or cause to be made
        all
        appropriate repairs, renewals and replacements thereof the failure of which
        would be likely to result in a Material Adverse Effect.

       


      
        
          
          

        

        
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      B.  Insurance.  Company
        will maintain or cause to be maintained, with financially sound and reputable
        insurers, such public liability insurance, third party property damage
        insurance, business interruption insurance and property insurance with respect
        to liabilities, losses or damage in respect of the assets, properties and
        businesses of Company and its Subsidiaries as may customarily be carried
        or
        maintained under similar circumstances by corporations of established reputation
        engaged in similar businesses, in each case in such amounts (giving effect
        to
        self-insurance), with such deductibles, covering such risks and otherwise
        on
        such terms and conditions as shall be customary for corporations similarly
        situated in the industry.  Subject to subsection 6.10, each such
        policy of insurance shall (i) name Administrative Agent for the benefit of
        Lenders as an additional insured thereunder as its interests may appear and
        (ii) in the case of each business interruption and casualty insurance
        policy, contain a loss payable clause or endorsement, satisfactory in form
        and
        substance to Administrative Agent, that names Administrative Agent for the
        benefit of Lenders as the loss payee thereunder and provides for at least
        30
        days prior written notice to Administrative Agent of cancellation of such
        policy
        for any reason whatsoever.  In connection with the renewal of each
        such policy of insurance, Company promptly shall deliver to Administrative
        Agent
        a certificate from Company’s insurance broker or other evidence satisfactory to
        Administrative Agent that Administrative Agent on behalf of Lenders has been
        named as additional insured and/or loss payee thereunder.

       

      C.  Application
        of Net Insurance/Condemnation Proceeds.

       

      (i)  Business
        Interruption Insurance.  Upon receipt by Company or any of its
        Subsidiaries of any business interruption insurance proceeds constituting
        Net
        Insurance/Condemnation Proceeds, (a) so long as no Event of Default or
        Potential Event of Default shall have occurred and be continuing, Company
        or
        such Subsidiary may retain and apply such Net Insurance/Condemnation Proceeds
        for working capital purposes, and (b) if an Event of Default or Potential
        Event of Default shall have occurred and be continuing, Company shall apply
        an
        amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans
        as
        provided in subsections 2.4B and 2.4D.

       

      (ii)  Other
        Net Insurance/Condemnation Proceeds.  Upon receipt by Company or
        any of its Subsidiaries or by Administrative Agent as loss payee of any Net
        Insurance/Condemnation Proceeds other than from business interruption
        insurance:

       

      (a)  if
        the
        aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably
        expected to be received) does not exceed $50,000,000, so long as no Event
        of
        Default or Potential Event of Default shall have occurred and be continuing,
        Administrative Agent, if it received such Net Insurance/Condemnation Proceeds,
        shall deliver them to Company, and Company shall, or shall cause one or more
        of
        its Subsidiaries to, promptly and diligently apply any such Net
        Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing,
        restoring or replacing the assets in respect of which such Net
        Insurance/Condemnation Proceeds were received or, to the extent not so applied,
        to prepay the Loans as provided in subsection 2.4B;

       


      
        
          
          

        

        
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      (b)  if
        the
        aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably
        expected to be received) exceeds $50,000,000, so long as no Event of Default
        or
        Potential Event of Default shall have occurred and be continuing, Administrative
        Agent, if it received such Net Insurance/Condemnation Proceeds, shall hold
        such
        Net Insurance/Condemnation Proceeds, and Company shall deliver any such Net
        Insurance/Condemnation Proceeds that it or one or more of its Subsidiaries
        received to Administrative Agent to be held, in the Collateral Account pursuant
        to the terms of the Pledge Agreement and, so long as Company or any of its
        Subsidiaries proceeds diligently to repair, restore or replace the assets
        of
        Company or such Subsidiary in respect of which such Net Insurance/Condemnation
        Proceeds were received, Administrative Agent shall from time to time disburse
        to
        Company or such Subsidiary from the Collateral Account, to the extent of
        any
        such Net Insurance/Condemnation Proceeds remaining therein in respect of
        the
        applicable covered loss, amounts necessary to pay the cost of such repair,
        restoration or replacement after the receipt by Administrative Agent of invoices
        or other documentation reasonably satisfactory to Administrative Agent relating
        to the amount of costs so incurred and the work performed (including, if
        required by Administrative Agent, lien releases and architects’ certificates);
        and

       

      (c)  if
        at any
        time (1) an Event of Default or Potential Event of Default shall have occurred
        and be continuing or (2) Administrative Agent reasonably determines, whether
        clause (ii)(a) or clause (ii)(b) is applicable, (A) that Company or
        such Subsidiary is not proceeding diligently with such repair, restoration
        or
        replacement, (B) that such repair, restoration or replacement cannot be
        completed with the Net Insurance/Condemnation Proceeds, together with funds
        otherwise available to Company for such purpose, or (C) that such repair,
        restoration or replacement cannot be completed within 365 days after the
        receipt
        by Company and/or Administrative Agent of such Net Insurance/Condemnation
        Proceeds, Administrative Agent, if it holds such Net Insurance/Condemnation
        Proceeds, is hereby authorized by Company to, and Company, if it or one of
        its
        Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply
        such
        Net Insurance/Condemnation Proceeds to prepay the Loans as provided in
        subsection 2.4B and subsection 2.4D.

       


      
        
          
          

        

        
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                6.5  

              	
                Inspection
                  Rights; Lender
                  Meeting.

              


      

       

      A.  Inspection
        Rights.  Company shall, and shall cause each of its
        Subsidiaries to, permit any authorized representatives designated by
        Administrative Agent, including representatives designated by Administrative
        Agent at the request of any Requisite Class Lenders, to visit and inspect
        any of
        the properties of Company or of any of its Subsidiaries, to inspect, copy
        and
        take extracts from its and their financial and accounting records, and to
        discuss its and their affairs, finances and accounts with its and their officers
        and independent public accountants (provided that Company may, if it so
        chooses, be present at or participate in any such discussion), all upon
        reasonable notice and at such reasonable times during normal business hours
        one
        time in each Fiscal Year as Administrative Agent may request and, following
        the
        occurrence and during the continuation of any Event of Default, at any time
        or
        from time to time.  Notwithstanding anything in this subsection 6.5A
        or the other Loan Documents to the contrary, in no event shall Agents or
        any
        Lender be permitted access to properties or information to the extent that
        access to such properties or information would require Company or any Subsidiary
        to submit a Certificate Pertaining to Foreign Interests or similar report
        pursuant to the National Industrial Security Program Operating Manual or
        similar
        rules in order to obtain or maintain Facilities Security Clearance or any
        similar government security clearance.

       

      B.  Lender
        Meeting.  Company will, upon the request of Administrative
        Agent or Requisite Lenders, participate in a meeting or, at Company’s option,
        teleconference with Administrative Agent and Lenders once during each Fiscal
        Year to be held at such location and at such time as may be agreed to by
        Company
        and Administrative Agent.

       

      
        	
                6.6  

              	
                Compliance
                  with Laws, etc.

              


      

       

      Company
        shall comply, and shall cause each of its Subsidiaries to comply, with the
        requirements of all applicable laws, rules, regulations and orders of any
        Government Authority (including all Environmental Laws), noncompliance with
        which would be likely to cause, individually or in the aggregate, a Material
        Adverse Effect.

       


      
        
          
          

        

        
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                6.7  

              	
                Execution
                  of Subsidiary Guaranty and Personal Property Collateral Documents
                  by
                  Certain Additional Subsidiaries; Matters Relating to Real Property
                  Collateral.

              


      

       

      A.  Execution
        of Subsidiary Guaranty and Personal Property Collateral
        Documents.

       

      (i)  Subsidiary
        Guaranty.  In the event that any Person becomes a Material
        Domestic Subsidiary after the date hereof, and such Material Domestic Subsidiary
        has not previously executed the Subsidiary Guaranty, Company will promptly
        notify Administrative Agent of that fact and cause such Material Domestic
        Subsidiary to execute and deliver to Administrative Agent a counterpart of
        the
        Subsidiary Guaranty.  In addition, in the event that the aggregate
        gross revenues for any Fiscal Year, commencing with the Fiscal Year ending
        December 28, 2007, of Company and the Subsidiary Guarantors are less than
        90% of the aggregate gross revenues of Company and the Domestic Subsidiaries
        on
        a consolidated basis for such Fiscal Year, Company shall, within 60 days
        after
        the end of such Fiscal Year, cause one or more additional Domestic Subsidiaries
        to execute and deliver to Administrative Agent a counterpart of the Subsidiary
        Guaranty such that the aggregate gross revenues for such Fiscal Year of Company
        and all Subsidiary Guarantors shall be equal to at least 90% of the aggregate
        gross revenues of Company and all Domestic Subsidiaries on a consolidated
        basis
        for such Fiscal Year.

       

      (ii)  Pledge
        Agreement.  In addition, but subject to subsection 6.7C, during
        any Collateral Pledge Period or any Stock Pledge Period, Company shall, and
        shall cause each such Subsidiary Guarantor promptly to execute a counterpart
        of
        the Pledge Agreement or Foreign Pledge Agreements, as applicable, and take,
        and
        cause each such Subsidiary Guarantor to take, all such further actions and
        execute all such further documents and instruments as may be necessary
        (including supplements and amendments to the Pledge Agreement) or, in the
        opinion of Administrative Agent, desirable to create in favor of Administrative
        Agent, for the benefit of Lenders, a valid First Priority Lien on all Capital
        Stock of each Subsidiary Guarantor owned by each such Subsidiary Guarantor
        other
        than any equity interests in Persons that are subject to prohibitions on
        granting a security interest or otherwise transferring such equity interests
        under state or local laws or under such Person’s Organizational Documents but
        only if such Organizational Documents may not be amended or otherwise modified
        to permit the granting of a security interest under the Pledge
        Agreement.  In addition, as provided in the Pledge Agreement, Company
        shall, or shall cause the Subsidiary that owns the Capital Stock of each
        such
        Subsidiary Guarantor to, execute and deliver to Administrative Agent a
        supplement to the Pledge Agreement and to deliver to Administrative Agent
        all
        certificates representing such Capital Stock of each such Subsidiary Guarantor
        (accompanied by irrevocable undated stock powers, duly endorsed in
        blank).

       


      
        
          
          

        

        
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      (iii)  Security
        Agreement and Other Collateral Documents.  In addition, (a)
        promptly, if, during any Collateral Pledge Period, a Person becomes a Subsidiary
        Guarantor or (b) within 60 days following the first day of any Collateral
        Pledge
        Period, Company shall, and shall cause each Subsidiary Guarantor to execute
        and
        deliver to Administrative Agent a counterpart of the Security Agreement and
        to
        take all such further actions and execute and deliver, or cause to be executed
        and delivered, all such further documents and instruments (including actions,
        documents and instruments comparable to those described in subsections 4.1G
        and 6.10C) as may be necessary or, in the opinion of Administrative Agent,
        desirable to create in favor of Administrative Agent, for the benefit of
        Lenders, a valid and perfected First Priority Lien on all of the Collateral
        other than any equity interests in Persons that are subject to prohibitions
        on
        granting a security interest or otherwise transferring such equity interests
        under state or local laws or under such Person’s Organizational Documents but
        only if such Organizational Documents may not be amended or otherwise modified
        to permit the granting of a security interest under the Security
        Agreement.

       

      B.  Subsidiary
        Organizational Documents, Legal Opinions, Etc.  Company shall
        deliver to Administrative Agent, together with such Loan Documents required
        pursuant to subsection 6.7A, (i) certified copies of the Organizational
        Documents of each Subsidiary Guarantor executing a counterpart of the Subsidiary
        Guaranty and the Pledge Agreement, Foreign Pledge Agreements or Security
        Agreement, as the case may be, pursuant to subsection 6.7A or any Subsidiary
        the
        Capital Stock of which has been pledged pursuant to the Pledge Agreement,
        the
        Security Agreement or the Foreign Pledge Agreements, as the case may be,
        together with a good standing certificate from the Secretary of State of
        the
        jurisdiction of its organization and, to the extent generally available,
        a
        certificate or other evidence of good standing as to payment of any applicable
        franchise or similar taxes from the appropriate taxing authority of such
        jurisdiction, each to be dated a recent date prior to their delivery to
        Administrative Agent, (ii) a certificate executed by the secretary or
        similar officer of such Subsidiary Guarantor as to (a) the fact that the
        attached resolutions of the Governing Body of such Subsidiary Guarantor
        approving and authorizing the execution, delivery and performance of such
        Loan
        Documents are in full force and effect and have not been modified or amended
        and
        (b) the incumbency and signatures of the officers of such Subsidiary
        Guarantor executing such Loan Documents, and (iii) if reasonably requested
        by Administrative Agent, a favorable opinion of counsel to such Subsidiary
        Guarantor, in form and substance reasonably satisfactory to Administrative
        Agent
        and its counsel, as to (a) the due organization and good standing of such
        Subsidiary Guarantor, (b) the due authorization, execution and delivery by
        such Subsidiary Guarantor of such Loan Documents, (c) the enforceability of
        such Loan Documents against such Subsidiary Guarantor and (d) such other
        matters (including matters relating to the creation and perfection of Liens
        in
        any Collateral pursuant to such Loan Documents) as Administrative Agent may
        reasonably request, all of the foregoing to be in form and substance reasonably
        satisfactory to Administrative Agent and its counsel.

       


      
        
          
          

        

        
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      C.  Foreign
        Subsidiaries.  Notwithstanding the provisions of
        subsection 6.7A, (i) no Foreign Subsidiary shall be required to
        execute and deliver the Subsidiary Guaranty, the Pledge Agreement or the
        Security Agreement, (ii) no Capital Stock of a Foreign Subsidiary shall be
        required to be pledged pursuant to the provisions of the Pledge Agreement,
        any
        Foreign Pledge Agreement or the Security Agreement, in each case to the extent
        that such pledge by Company or a Subsidiary Guarantor would exceed 66% of
        the
        Capital Stock of a Foreign Subsidiary, (iii) no Foreign Subsidiary shall
        be
        required to pledge any Capital Stock of any of its Subsidiaries, and (iv)
        no
        Capital Stock of a Dormant Subsidiary shall be required to be pledged pursuant
        to the provisions of the Pledge Agreement, any Foreign Pledge Agreement or
        the
        Security Agreement.

       

      D.  Matters
        Relating to Real Property Collateral.  (a) Promptly, if
        Company or any Subsidiary Guarantor acquires any Material Real Property,
        (b)
        promptly, in the event that any Person becomes a Subsidiary Guarantor during
        a
        Collateral Pledge Period and such Person owns or holds any Material Real
        Property, or (c) within 60 days following the first day of any Collateral
        Pledge
        Period if Company or any Subsidiary Guarantor owns any Material Real Property,
        in each case excluding such Real Property Asset the encumbrancing of which
        requires the consent of any then-existing senior lienholder, where Company
        and
        its Subsidiaries have attempted in good faith, but are unable, to obtain
        such
        senior lienholder’s consent (any such non-excluded Material Real Property being
        a “Mortgaged Property”), Company or such Subsidiary Guarantor
        shall deliver to Administrative Agent, as soon as practicable after such
        Person
        acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the
        case
        may be:

       

      (i)  Mortgage.  A
        fully executed and notarized Mortgage in proper form for recording in all
        appropriate places in all applicable jurisdictions, encumbering the interest
        of
        such Loan Party in such Mortgaged Property;

       

      (ii)  Opinion
        of Local Counsel.  If reasonably requested by Administrative
        Agent, an opinion of counsel (which counsel shall be reasonably satisfactory
        to
        Administrative Agent) in the state in which such Mortgaged Property is located
        with respect to the enforceability of the form of such Mortgage to be recorded
        in such state and such other matters as Administrative Agent may reasonably
        request, in form and substance reasonably satisfactory to Administrative
        Agent;

       


      
        
          
          

        

        
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      (iii)  Title
        Insurance.  (a) An ALTA mortgagee title insurance policy or
        unconditional commitment therefor (any such policy or commitment therefore
        being
        a “Mortgage Policy”) issued by the Title Company with respect
        to the such Mortgaged Property, in an amount not less than the amount designated
        therein with respect to such Mortgaged Property, insuring fee simple title
        to
        each such Mortgaged Property vested in such Loan Party and assuring
        Administrative Agent that such Mortgage creates valid and enforceable First
        Priority mortgage Liens on such Mortgaged Property encumbered thereby, subject
        only to such standard survey exceptions and other exceptions as Administrative
        Agent shall approve, which such Mortgage Policy (1) shall include an endorsement
        for mechanics’ liens, for future advances under this Agreement and for any other
        matters reasonably requested by Administrative Agent and (2) shall provide
        for
        affirmative insurance and such reinsurance as Administrative Agent may
        reasonably request, all of the foregoing in form and substance reasonably
        satisfactory to Administrative Agent; and (b) evidence reasonably
        satisfactory to Administrative Agent that such Loan Party has (i) delivered
        to the Title Company all certificates and affidavits required by the Title
        Company in connection with the issuance of such Mortgage Policy and
        (ii) paid to the Title Company or to the appropriate Government Authorities
        all expenses and premiums of the Title Company in connection with the issuance
        of such Mortgage Policy and all recording and stamp taxes (including mortgage
        recording and intangible taxes) payable in connection with recording such
        Mortgage in the appropriate real estate records;

       

      (iv)  Title
        Reports.  A title report issued by the Title Company with respect
        to such Mortgaged Property, dated not more than 30 days prior to the date
        of
        such Mortgage and satisfactory in form and substance to Administrative
        Agent;

       

      (v)  Copies
        of Documents Relating to Title Exceptions.  Copies of all recorded
        documents listed as exceptions to title or otherwise referred to in such
        Mortgage Policy or in the title reports delivered pursuant to
        subsection 6.7D(iv);

       

      (vi)  Matters
        Relating to Flood Hazard Properties.  (a) Evidence, which may
        be in the form of a letter from an insurance broker or a municipal engineer,
        as
        to whether (1) such Mortgaged Property is a Flood Hazard Property and
        (2) the community in which any such Flood Hazard Property is located is
        participating in the National Flood Insurance Program, (b) if such
        Mortgaged Property is a Flood Hazard Property, such Loan Party’s written
        acknowledgement of receipt of written notification from Administrative Agent
        (1) as to the existence of such Flood Hazard Property and (2) as to
        whether the community in which such Flood Hazard Property is located is
        participating in the National Flood Insurance Program, and (c) in the event
        such Flood Hazard Property is located in a community that participates in
        the
        National Flood Insurance Program, evidence that Company has obtained flood
        insurance in respect of such Flood Hazard Property to the extent required
        under
        the applicable regulations of the Board of Governors of the Federal Reserve
        System;

       


      
        
          
          

        

        
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      (vii)  Environmental
        Reports.  Reports and other information, in form, scope and
        substance reasonably satisfactory to Administrative Agent, regarding
        environmental matters relating to such Mortgaged Property, which reports
        shall
        include (i) a Phase I environmental assessment for such Mortgaged Property
        which
        (a) conforms to the ASTM Standard Practice for Environmental Site
        Assessments: Phase I Environmental Site Assessment Process, E 1527, (b) was
        conducted no more than six months prior to the date of such Mortgage by one
        or
        more environmental consulting firms reasonably satisfactory to Administrative
        Agent, (c) includes an assessment of asbestos-containing materials at such
        Mortgaged Property, and (d) is accompanied by an estimate of the reasonable
        worst-case cost of investigating and remediating any Hazardous Materials
        Activity identified in such Phase I environmental assessments as giving rise
        to
        an actual or potential material violation of any Environmental Law or as
        presenting a material risk of giving rise to a material Environmental Claim,
        and
        (ii) a current compliance audit setting forth an assessment of such Loan
        Party’s and such Mortgaged Property current and past compliance with
        Environmental Laws and an estimate of the cost of rectifying any non-compliance
        with current Environmental Laws identified therein and the cost of compliance
        with reasonably anticipated future Environmental Laws identified
        therein.

       

      (viii)  Environmental
        Indemnity.  If requested by Administrative Agent, an environmental
        indemnity agreement, satisfactory in form and substance to
        Administrative

       

      Agent
        and
        its counsel, with respect to the indemnification of Administrative Agent,
        Joint-Lead Arrangers and Lenders for any liabilities that may be imposed
        on or
        incurred by any of them as a result of any Hazardous Materials Activity;
        and

       

      (ix)  Real
        Estate Appraisals.  If requested by Administrative Agent, Company
        shall, and shall cause each of its Subsidiaries to, permit an independent
        real
        estate appraiser satisfactory to Administrative Agent, upon reasonable notice,
        to visit and inspect such Mortgaged Property for the purpose of preparing
        an
        appraisal of such Mortgaged Property satisfying the requirements of any
        applicable laws and regulations (in each case to the extent required under
        such
        laws and regulations as determined by Administrative Agent in its
        discretion).

       


      
        
          
          

        

        
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                6.8  

              	
                Interest
                  Rate Protection.

              


      

       

      Not
        later
        than the date that is 55 days after the last day of the second full Fiscal
        Quarter following the Closing Date, Company shall enter into one or more
        Interest Rate Agreements with respect to the Term Loans, in an aggregate
        notional principal amount of not less than 50% of the Term Loans outstanding
        on
        the Closing Date for a term of at least three years after the Closing Date,
        each
        such Interest Rate Agreement to be in form and substance reasonably satisfactory
        to Administrative Agent.  In addition, not later than the date that is
        55 days after the Tranche C Term Loan Commitment Effective Date, Company
        shall
        enter into one or more Interest Rate Agreements with respect to the Tranche
        C
        Term Loans, in an aggregate notional principal amount of not less than 50%
        of
        the Tranche C Term Loans outstanding on the Tranche C Term Loan Commitment
        Effective Date for a term of at least three years after the Tranche C Term
        Loan
        Commitment Effective Date, each such Interest Rate Agreement to be in form
        and
        substance reasonably satisfactory to Administrative
        Agent.  Notwithstanding the foregoing, no such Interest Rate
        Agreements shall be required during any Fiscal Quarter in the event the
        Consolidated Leverage Ratio as of the last day of the most recently ended
        Fiscal
        Quarter is less than 3.25:1.00.  Company shall maintain in effect each
        such Interest Rate Agreement during its term subject to the early termination
        proviso in the preceding sentence.

       

      
        	
                6.9  

              	
                Ratings.

              


      

       

      Company
        shall use commercially reasonable efforts to maintain a Company Debt
        Rating.

       

      
        	
                6.10  

              	
                Post
                  Closing Matters.

              


      

       

      A.  Insurance.  Within
        30 days of the Closing Date, or such later date agreed to by Administrative
        Agent and Company, Company shall comply with clauses (i) and (ii) of subsection
        6.4B with respect to WGII and its Subsidiaries.

       


      
        
          
          

        

        
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      B.  Tax
        Good Standing Certificates; IP Collateral; Liens;
        etc.  Within 30 days of the Closing Date, or such later date
        agreed to by Administrative Agent and Company, Company shall (i) comply with
        subsection 4.1A(i) with respect to the delivery of tax good standing
        certificates of the Loan Parties listed in subsection (i) of Schedule
        6.10of the Company Disclosure Letter; (ii) deliver to Administrative Agent
        evidence of recordation with the appropriate IP Filing Office of all documents
        or instruments necessary to reflect the correct owner of the IP Collateral
        listed in subsection (ii) of Schedule 6.10of the Company Disclosure
        Letter; (iii) use best efforts to terminate the filings with respect to the
        IP
        Collateral listed in subsection (iii) of Schedule 6.10of the Company
        Disclosure Letter; (iv) deliver to Administrative Agent evidence of termination
        of the UCC-1 financing statements listed in subsection (iv) of Schedule
        6.10of the Company Disclosure Letter; (v) deliver to Administrative Agent
        evidence of amendment of the Organizational Documents listed in subsection
        (v)
        of Schedule 6.10 of the Company Disclosure Letter, in form and substance
        satisfactory to Administrative Agent, and take or cause to be taken all such
        actions, execute and deliver or cause to be executed and delivered all such
        agreements, documents and instruments, and make or caused to be made all
        such
        filings and recordings that may be necessary or, in the opinion of
        Administrative Agent, desirable in order to create in favor of Administrative
        Agent, for the benefit of Lenders, a valid and (upon such filing and recording)
        perfected First Priority security interest in the Capital Stock of Subsidiary
        Guarantors listed in subsection (v) of Schedule 6.10 of the Company
        Disclosure Letter; and (vi) deliver to Administrative Agent
        (a) certificates (which certificates shall be accompanied by irrevocable
        undated stock powers, duly endorsed in blank and otherwise satisfactory in
        form
        and substance to Administrative Agent) representing the Capital Stock of
        Persons
        listed in subsection (vi) of Schedule 6.10 of the Company Disclosure
        Letter.

       

      C.  Matters
        Relating to Foreign Subsidiaries.  Within 60 days of the
        Closing Date, or such later date agreed to by Administrative Agent and Company,
        Company shall, and shall cause each Subsidiary Guarantor, to deliver
        to  Administrative Agent (i) Foreign Pledge Agreements with respect to
        66% of the Capital Stock owned by Company or a Subsidiary Guarantor of all
        first-tier Material Foreign Subsidiaries (other than Dormant Subsidiaries)
        with
        respect to which Administrative Agent deems a Foreign Pledge Agreement necessary
        or advisable to perfect or otherwise protect the First Priority Liens granted
        to
        Administrative Agent on behalf of Lenders in such Capital Stock; (ii) certified
        copies of the Organizational Documents of each Subsidiary the Capital Stock
        of
        which has been pledged pursuant to such Foreign Pledge Agreements; and (iii)
        if
        reasonably requested by Administrative Agent a favorable opinion of local
        counsel to Company or such Subsidiary Guarantor, in form and substance
        reasonably satisfactory to Administrative Agent and its counsel, as to
        (a) the due authorization, execution and delivery by Company or such
        Subsidiary Guarantor of such Foreign Pledge Agreements, (b) the
        enforceability of such Foreign Pledge Agreements against Company or such
        Subsidiary Guarantor and (c) such other matters (including matters relating
        to the creation and perfection of Liens in any Collateral pursuant to such
        Foreign Pledge Agreements) as Administrative Agent may reasonably request,
        all
        of the foregoing to be in form and substance reasonably satisfactory to
        Administrative Agent and its counsel; and to take all such other actions
        under
        the laws of such jurisdictions as Administrative Agent may deem necessary
        or
        advisable to perfect or otherwise protect such Liens.

       


      
        
          
          

        

        
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      D.  Matters
        Relating to Non-Material Subsidiary Guarantors.  Within 75
        days of the Closing Date, or such later date agreed to by Administrative
        Agent
        and Company, Company shall cause each Non-Material Subsidiary Guarantor to
        deliver to Administrative Agent (i) the items described in clauses (i),
        (ii) and (iii) of subsection 4.1A; (ii) schedules to the Pledge Agreement,
        the
        Security Agreement and the Subsidiary Guaranty to be delivered by such
        Non-Material Subsidiary Guarantors and described in clause (iv) of subsection
        4.1A; (iii) any certificates representing certificated Capital Stock of the
        Subsidiaries (other than Dormant Subsidiaries) of such Non-Material Subsidiary
        Guarantor not delivered on the Closing Date (which certificates shall be
        accompanied by irrevocable undated stock powers, duly endorsed in blank and
        otherwise satisfactory in form and substance to Joint-Lead Arrangers); and
        (iv)
        the opinions described in subsection 4.1F with respect to such Non-Material
        Subsidiary Guarantors.

       

      E.  Matters
        Relating to Surety Acknowledgment.  On or prior to November
        30, 2007, Administrative Agent shall have received copies of the Surety
        Acknowledgment executed by Federal Insurance Company and American International
        Companies and shall have delivered to Administrative Agent evidence of
        termination of the UCC-1 financing statements listed in subsection (vii)
        of
Schedule 6.10of the Company Disclosure Letter.

       

      Section
        7.  COMPANY’S
        NEGATIVE COVENANTS

       

      Company
        covenants and agrees that, so long as any of the Commitments hereunder shall
        remain in effect and until payment in full of all of the Loans and other
        Obligations (other than Unasserted Obligations) and the cancellation or
        expiration of all Letters of Credit, unless Requisite Lenders shall otherwise
        give prior written consent, Company shall perform, and shall cause each of
        its
        Subsidiaries to perform, the covenants applicable to them in this
        Section 7.

       

      
        	
                7.1  

              	
                Indebtedness.

              


      

       

      Company
        shall not, and shall not permit any of its Subsidiaries to, directly or
        indirectly, create, incur, assume or guaranty, or otherwise become or remain
        directly or indirectly liable with respect to, any Indebtedness,
        except:

       

      (i)  Company
        and its Subsidiaries may become and remain liable with respect to the
        Obligations;

       

      (ii)  Company
        and its Subsidiaries may become and remain liable with respect to Contingent
        Obligations permitted pursuant to subsection 7.4 and, upon any matured
        obligations actually arising pursuant thereto, the Indebtedness corresponding
        to
        the Contingent Obligations so extinguished;

       


      
        
          
          

        

        
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      (iii)  Company
        may become and remain liable with respect to Indebtedness to any Subsidiary
        (other than a Dormant Subsidiary), and any Subsidiary Guarantor may become
        and
        remain liable with respect to Indebtedness to Company or any other Subsidiary
        (other than a Dormant Subsidiary); provided that (a) a security
        interest in all such intercompany Indebtedness held by Company or a Subsidiary
        Guarantor shall have been granted to Administrative Agent for the benefit
        of
        Lenders and (b) if such intercompany Indebtedness is evidenced by a
        promissory note or other instrument, such promissory note or instrument shall
        have been pledged to Administrative Agent pursuant to the Pledge Agreement
        or
        the Security Agreement, as applicable; provided, however,
        that  promissory notes with a face amount of $10,000,000 or less shall
        not be required to be pledged unless the aggregate face amount
        of  such promissory notes is $25,000,000 or more;

       

      (iv)  any
        Subsidiary of Company (other than a Subsidiary Guarantor or a Dormant
        Subsidiary) may become and remain liable with respect to Indebtedness to
        Company
        or any Subsidiary Guarantor; provided that (a) the aggregate principal
        amount of all such Indebtedness plus the aggregate amount of Investments
        permitted pursuant to subsection 7.3(xi) does not exceed at any time outstanding
        $200,000,000, which amount shall be increased by $25,000,000 each Fiscal
        Year
        following the Fiscal Year ended December 26, 2008; (b) a security interest
        in all such intercompany Indebtedness shall have been granted to Administrative
        Agent for the benefit of Lenders; and (c) if such intercompany Indebtedness
        is evidenced by a promissory note or other instrument, such promissory note
        or
        instrument shall have been pledged to Administrative Agent pursuant to the
        Pledge Agreement or the Security Agreement, as applicable; provided,
however, that  promissory notes with a face amount of
        $10,000,000 or less shall not be required to be pledged unless the aggregate
        face amount of  such promissory notes is $25,000,000 or more;
providedfurther, that the restrictions set forth in clauses (a),
        (b) and (c) above shall not apply to any such Indebtedness if, at the time
        Company or such Subsidiary incurs such Indebtedness and after giving pro
        forma
        effect thereto, the Company Debt Rating shall be at least Ba1 from Moody’s and
        at least BB+ from S&P;

       

      (v)  any
        Subsidiary of Company (other than a Subsidiary Guarantor or a Dormant
        Subsidiary) may become and remain liable with respect to Indebtedness to
        any
        other Subsidiary  of Company (other than a Subsidiary Guarantor or a
        Dormant Subsidiary);

       


      
        
          
          

        

        
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      (vi)  Company
        and its Subsidiaries (other than Dormant Subsidiaries), as applicable, may
        remain liable with respect to Indebtedness in an aggregate principal amount
        at
        any time outstanding not to exceed the maximum principal amount (including
        the
        maximum amount of any committed lease or other lines of credit) of the
        Indebtedness described on Schedule 7.1 of the Company Disclosure Letter
        and may become and remain liable with respect to any refinancings, refundings,
        renewals, replacements or extensions thereof; provided that the aggregate
        principal amount of all such Indebtedness is not increased at the time of
        any
        such refinancing, refunding, renewal, replacement or extension except by
        an
        amount equal to a reasonable premium or other reasonable amount paid, and
        fees
        and expenses reasonably incurred, in connection with such refinancing,
        refunding, renewal, replacement or extension and by an amount equal to any
        existing commitments unutilized thereunder;

       

      (vii)  Company
        and Subsidiary Guarantors may become and remain liable with respect to (a)
        unsecured Permitted Senior Indebtedness in an aggregate principal amount
        not to
        exceed $250,000,000 at any time outstanding and (b) unsecured Permitted
        Subordinated Indebtedness, in each case following the date of the announcement
        of a Permitted Acquisition or within six months following the consummation
        of a
        Permitted Acquisition; provided, however, that the restriction as
        to the amount of Permitted Senior Indebtedness shall not apply to any such
        Permitted Senior Indebtedness if, at the time Company or such Subsidiary
        Guarantor becomes liable with respect to such Permitted Senior Indebtedness
        and
        after giving pro forma effect thereto, the Company Debt Rating shall be at
        least
        Ba1 from Moody’s and at least BB+ from S&P (it being understood that if the
        Company Debt Rating shall cease to be at least Ba1 from Moody's and at least
        BB+
        from S&P, the limitation under this proviso shall be (1) increased to the
        then outstanding principal amount of Permitted Senior Indebtedness made while
        the Company Debt Rating was at least Ba1 from Moody's and at least BB+ from
        S&P and (2) decreased as such Permitted Senior Indebtedness is repaid but
        not below $250,000,000);

       

      (viii)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to Indebtedness secured by Liens permitted pursuant to
        subsection 7.2A(iv) and Indebtedness in respect of Capital Leases, and may
        become and remain liable with respect to any refinancings, refundings, renewals,
        replacements or extensions thereof, in an aggregate principal amount for
        all
        such Indebtedness, refinancings, refundings, renewals, replacements and
        extensions not to exceed $90,000,000 as of the Closing Date; provided
        that such amount shall be increased by $10,000,000 as of the first day of
        each
        Fiscal Year commencing with Fiscal Year 2008;

       


      
        
          
          

        

        
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      (ix)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to Indebtedness of any Person assumed in connection with
        a
        Permitted Acquisition and a Person that becomes a direct or indirect Subsidiary
        of Company as a result of a Permitted Acquisition may remain liable with
        respect
        to Indebtedness on the date of such Permitted Acquisition; provided that
        (a) such Indebtedness is not created in anticipation of such Permitted
        Acquisition, and (b) the aggregate principal amount of all such Indebtedness
        that is secured does not exceed $30,000,000 at any time
        outstanding;

       

      (x)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to other Indebtedness to Persons other than Company or
        any
        of its Subsidiaries in an aggregate principal amount not to exceed $200,000,000
        at any time outstanding; provided that the aggregate principal amount of
        all such Indebtedness that is secured does not exceed $50,000,000 at any
        time
        outstanding;

       

      (xi)  Foreign
        Subsidiaries (other than Dormant Subsidiaries) may become and remain liable
        with
        respect to Indebtedness to Persons other than Company or any of its Subsidiaries
        in an aggregate principal amount (including the amount of any such Indebtedness
        listed on Schedule 7.1 of the Company Disclosure Letter) not to exceed
        $50,000,000 at any time outstanding;

       

      (xii)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to Indebtedness relating to insurance premium financings
        incurred in the ordinary course of business;

       

      (xiii)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to Indebtedness secured by Liens permitted pursuant to
        subsection 7.2A(xii);

       

      (xiv)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
        liable with respect to Non-Recourse Indebtedness incurred in the ordinary
        course
        of business; provided that both before and after giving effect to the
        issuance of such Non-Recourse Indebtedness, no Event of Default or Potential
        Event of Default has occurred and is continuing; and

       

      (xv)  Company,
        the Excluded Subsidiaries and Subsidiary Guarantors may make intercompany
        transfers among and between cash management accounts maintained by Company,
        the
        Excluded Subsidiaries and Subsidiary Guarantors.

       


      
        
          
          

        

        
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                7.2  

              	
                Liens
                  and Related Matters.

              


      

       

      A.  Prohibition
        on Liens.  Company shall not, and shall not permit any of its
        Subsidiaries to, directly or indirectly, create, incur, assume or permit
        to
        exist any Lien on or with respect to any property or asset of any kind
        (including any document or instrument in respect of goods or accounts
        receivable) of Company or any of its Subsidiaries, whether now owned or
        hereafter acquired, or any income or profits therefrom, or file or permit
        the
        filing of, or permit to remain in effect, any financing statement or other
        similar notice of any Lien with respect to any such property, asset, income
        or
        profits under the UCC or under any similar recording or notice statute,
        except:

       

      (i)  Permitted
        Encumbrances;

       

      (ii)  Liens
        granted pursuant to the Collateral Documents;

       

      (iii)  Liens
        listed on Schedule 7.2 of the Company Disclosure Letter;

       

      (iv)  Liens
        on
        any asset existing at the time of acquisition of such asset by Company or
        a
        Subsidiary of Company, or Liens to secure the payment of all or any part
        of the
        purchase price of an asset upon the acquisition of such asset by Company
        or a
        Subsidiary of Company or to secure any Indebtedness permitted hereby incurred
        by
        Company or a Subsidiary of Company at the time of or within 180 days after
        the
        acquisition of such asset, which Indebtedness is incurred for the purpose
        of
        financing all or any part of the purchase price thereof; provided,
however, that (a) the Lien shall apply only to the asset so acquired
        and
        proceeds thereof, and (b) all such Liens do not in the aggregate secure
        Indebtedness in an aggregate principal amount in excess of the amount permitted
        pursuant to subsections 7.1(vi) and 7.1(viii) at any time;

       

      (v)  Liens
        on
        foreign assets of any Foreign Subsidiary (other than the Capital Stock of
        any
        Foreign Subsidiary owned by a  Domestic Subsidiary) to secure
        Indebtedness permitted pursuant to subsection 7.1(xi);

       

      (vi)  Liens
        arising as a result of progress payments and retainage amounts arising in
        the
        ordinary course of business under contracts to which Company or one of its
        Subsidiaries is a party;

       

      (vii)  Liens
        incurred in connection with the extension, renewal or refinancing of the
        Indebtedness secured by the Liens described in clauses (iii) and (iv) above;
        provided that such Liens shall apply only to the assets subject to the
        existing Lien;

       

      (viii)  Liens
        assumed in connection with a Permitted Acquisition and Liens on assets of
        a
        Person that becomes a direct or indirect Subsidiary of Company after the
        date of
        this Agreement in a Permitted Acquisition, provided, however, that
        such Liens exist at the time such Person becomes a Subsidiary of Company
        and are
        not created in anticipation of such Permitted Acquisition and, in any event,
        do
        not in the aggregate secure Indebtedness in an aggregate principal amount
        in
        excess of $30,000,000 at any time;

       


      
        
          
          

        

        
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      (ix)  other
        Liens securing Indebtedness or other obligations in an aggregate amount not
        to
        exceed $50,000,000 outstanding at any time;

       

      (x)  Liens
        securing Non-Recourse Indebtedness permitted pursuant to subsection
        7.1(xiv);

       

      (xi)  Liens
        incurred or deposits made in the ordinary course of business in connection
        with
        workers’ compensation, unemployment insurance and other types of social
        security, or to secure the performance of tenders, statutory obligations,
        bid
        and appeal bonds, bids, leases, government contracts, trade contracts,
        performance and return of money bonds and other similar obligations (exclusive
        of obligations for the payment of borrowed money), so long as no foreclosure,
        sale or similar proceedings have been commenced with respect to any portion
        of
        the Collateral on account thereof other than Liens incurred or deposits made
        in
        connection with surety bonds permitted pursuant to subsection
        7.2A(xii);

       

      (xii)  Liens
        incurred or deposits made in the ordinary course of business in connection
        with
        surety bonds; provided that with respect to surety bonds issued in
        connection with specific Projects, (a) only the Project Assets may be subject
        to
        the Liens permitted pursuant to this subsection 7.2A(xii), (b) no such surety
        arrangements may require contractual subordination of the Liens granted pursuant
        to the Collateral Documents and (c) such surety bonds shall be consistent
        with
        industry practice and incurred in the ordinary course of business of Company
        and
        its Subsidiaries; and

       

      (xiii)  Liens
        securing insurance premium financing Indebtedness permitted pursuant to
        subsection 7.1(xii).

       

      B.  Equitable
        Lien in Favor of Lenders.  If Company or any of its
        Subsidiaries shall create or assume any Lien upon any of its properties or
        assets, whether now owned or hereafter acquired, other than Liens permitted
        pursuant to subsection 7.2A, it shall make or cause to be made effective
        provision whereby the Obligations will be secured by such Lien equally and
        ratably with any and all other Indebtedness secured thereby as long as any
        such
        Indebtedness shall be so secured; provided that, notwithstanding the
        foregoing, this covenant shall not be construed as a consent by Requisite
        Lenders to the creation or assumption of any such Lien not permitted pursuant
        to
        subsection 7.2A.

       


      
        
          
          

        

        
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      C.  No
        Further Negative Pledges.  Neither Company nor any of its
        Subsidiaries shall enter into any agreement prohibiting the creation or
        assumption of any Lien upon any of its properties or assets, whether now
        owned
        or hereafter acquired, except (i) restrictions on the encumbrance of specific
        property encumbered to secure payment of particular permitted Indebtedness
        or to
        be sold pursuant to an executed agreement with respect to a sale of such
        assets,
        (ii) customary non-assignment provisions contained in leases, subleases,
        licenses and sublicenses permitted pursuant to this Agreement, (iii)
        restrictions contained in agreements relating to Indebtedness of Company
        and its
        Subsidiaries permitted pursuant to subsection 7.1(x) that expressly permit
        Liens
        in favor of Administrative Agent for the benefit of Lenders (or the
        administrative agent under any successor or replacement credit facility),
        (iv)
        restrictions on the encumbrance of specific property encumbered to secure
        payment of Indebtedness of Foreign Subsidiaries permitted pursuant to subsection
        7.1(xi), (v) restrictions contained in agreements relating to Indebtedness
        of
        Company and its Subsidiaries permitted pursuant to subsection 7.1(xiv), (vi)
        restrictions contained in joint venture agreements or other Contractual
        Obligations of Joint Ventures, or (vii) restrictions on the encumbrance of
        specific property encumbered to secure payment of performance bonds contained
        in
        indemnity agreements relating to such performance bonds; provided that
        such restrictions do not apply to the Capital Stock of any Subsidiary owned
        by
        Company or a Domestic Subsidiary.

       

      D.  No
        Restrictions on Subsidiary Distributions to Company or Other
        Subsidiaries.  Company will not, and will not permit any of
        its Subsidiaries to, create or otherwise cause or suffer to exist or become
        effective any consensual encumbrance or restriction of any kind on the ability
        of any such Subsidiary to (i) pay dividends or make any other distributions
        on any of such Subsidiary’s Capital Stock owned by Company or any other
        Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such
        Subsidiary to Company or any other Subsidiary of Company, (iii) make loans
        or advances to Company or any other Subsidiary of Company, or (iv) transfer
        any of its property or assets to Company or any other Subsidiary of Company,
        except for (a) customary non-assignment provisions contained in leases,
        subleases, licenses and sublicenses, (b) restrictions on the transfer of
        ownership interests in Joint Ventures, (c) restrictions in an executed
        agreement with respect to a sale of such assets, (d) restrictions imposed
        by any
        agreements governing any Non-Recourse Indebtedness to pay dividends or make
        any
        other distributions on any of such Subsidiary’s Capital Stock owned by Company
        or any other Subsidiary of Company, and (e) restrictions contained in the
        terms
        of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection
        7.1(xi) if such restriction applies only in the event of a default in such
        Indebtedness, Company determines that any such restriction will not materially
        affect Company’s ability to make principal or interest payments on the Loans and
        the restriction is not materially more disadvantageous to Lenders than is
        customary in comparable financings.

       


      
        
          
          

        

        
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                7.3  

              	
                Investments;
                  Acquisitions.

              


      

       

      Company
        shall not, and shall not permit any of its Subsidiaries to, directly or
        indirectly, make or own any Investment in any Person, including any Joint
        Venture, or acquire, by purchase or otherwise, all or substantially all the
        business, property or fixed assets of, or Capital Stock of any Person, or
        any
        division or line of business of any Person, except:

       

      (i)  Company
        and its Subsidiaries may make and own Investments in Cash and Cash
        Equivalents;

       

      (ii)  Company
        and its Subsidiaries may make and own intercompany loans to the extent permitted
        pursuant to subsections 7.1(iii), (iv) and (v);

       

      (iii)  any
        Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary) may
        make
        and own Investments in any other Subsidiary (other than a Subsidiary Guarantor
        or a Dormant Subsidiary);

       

      (iv)  Company
        and Subsidiary Guarantors may make and own Investments in Company and Subsidiary
        Guarantors;

       

      (v)  Company
        and its Subsidiaries may continue to own the Investments owned by them and
        described on Schedule 7.3 of the Company Disclosure Letter;
provided that additional Investments not described on Schedule 7.3
        may be made to the extent the Investments described on Schedule 7.3 are
        sold or otherwise disposed of but not above $200,000,000;

       

      (vi)  Company
        and its Subsidiaries may make capital expenditures in the ordinary course
        of
        business;

       

      (vii)  Company
        and its Subsidiaries may acquire Securities in connection with the satisfaction
        or enforcement of Indebtedness or claims due or owing to Company or any of
        its
        Subsidiaries or as security for any such Indebtedness or claim;

       


      
        
          
          

        

        
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      (viii)  Company
        and its Subsidiaries may acquire assets (including Capital Stock and including
        Capital Stock of Subsidiaries of Company formed in connection with any such
        acquisition) of (a) any Person in the same or similar line of business (or
        any
        related, ancillary or complementary business, including business services)
        as
        Company having a fair market value not in excess of $50,000,000 individually
        and
        $100,000,000 in the aggregate in any one Fiscal Year (1) through the issuance
        of
        Capital Stock of Company or any Subsidiary, (2) with Cash, (3) with the proceeds
        of Permitted Senior Indebtedness or Permitted Subordinated Indebtedness or
        (4)
        with any combination of the foregoing, in each case if after giving effect
        to
        such acquisition, no Event of Default or Potential Event of Default shall
        have
        occurred or be continuing; or (b) any Person in the same or similar line
        of
        business (or any related, ancillary or complementary business, including
        business services) as Company (1) through the issuance of Capital Stock of
        Company or any Subsidiary, (2) with Cash, (3) with the proceeds of Permitted
        Senior Indebtedness or Permitted Subordinated Indebtedness or (4) with any
        combination of the foregoing, in each case if after giving effect to such
        acquisition, (A) no Event of Default or Potential Event of Default shall
        have
        occurred or be continuing, (B) at least $100,000,000 is available in Revolving
        Loan Commitments, and (C) the Consolidated Leverage Ratio determined on a
        pro
        forma basis is equal to or less than 2.50:1.00 (each a “Permitted
        Acquisition”); provided, however, that the restrictions
        set forth in clauses (a) and (b) above shall not apply if, at the time Company
        or such Subsidiary makes such acquisition and after giving pro forma effect
        thereto, the Company Debt Rating shall be at least Ba1 from Moody’s and at least
        BB+ from S&P;

       

      (ix)  any
        Person who becomes a Subsidiary of Company or who is merged or consolidated
        into
        a Subsidiary of Company after the date hereof pursuant to a Permitted
        Acquisition may continue to own Investments owned by such Person on the date
        of
        such Permitted Acquisition; provided that (a) such Investment was not
        incurred in connection with, or anticipation or contemplation of, such Permitted
        Acquisition and (b) neither Company nor any of its Subsidiaries (other than
        such
        Person or the Subsidiary of Company into which such Person is merged or
        consolidated) shall become liable with respect to such Investment;

       

      (x)  Company
        and its Subsidiaries may make and own Investments consisting of non-Cash
        consideration in the form of Capital Stock, notes or similar obligations
        in
        connection with any sale of assets permitted pursuant to subsection
        7.7;

       

      (xi)  Company
        and its Subsidiaries (other than Dormant Subsidiaries) may make and own other
        Investments; provided that the aggregate principal amount of all such
        Investments plus the aggregate amount of outstanding Indebtedness
        permitted pursuant to subsection 7.1(iv) does not exceed at any time
        $200,000,000 which amount shall be increased by $25,000,000 each Fiscal Year
        following the Fiscal Year ended December 26, 2008; provided,
however, that the restriction as to the amount of such Investments
        shall
        not apply to any such Investment if, at the time Company or such Subsidiary
        makes such Investment and after giving pro forma effect thereto, the Company
        Debt Rating shall be at least Ba1 from Moody’s and at least BB+ from
        S&P;

       


      
        
          
          

        

        
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      (xii)  Company
        and its Subsidiaries may make and own Investments (including capital
        contributions in or loans to) in Joint Ventures in the ordinary course of
        business;

       

      (xiii)  Company
        and its Subsidiaries may consummate the Merger in accordance with the terms
        and
        conditions of the Merger Agreement; and

       

      (xiv)  Company,
        the Excluded Subsidiaries and Subsidiary Guarantors may make and own Investments
        in the form of Indebtedness permitted pursuant to subsection
        7.1(xv).

       

      
        	
                7.4  

              	
                Contingent
                  Obligations.

              


      

       

      Company
        shall not, and shall not permit any of its Subsidiaries to, directly or
        indirectly, create or become or remain liable with respect to any Contingent
        Obligation, except:

       

      (i)  Subsidiaries
        of Company may become and remain liable with respect to Contingent Obligations
        in respect of the Subsidiary Guaranty;

       

      (ii)  Company
        and its Subsidiaries may become and remain liable with respect to Contingent
        Obligations in respect of Letters of Credit and Company and its Subsidiaries
        may
        become and remain liable with respect to Contingent Obligations in respect
        of
        other letters of credit in an aggregate amount not to exceed at any time
        $30,000,000;

       

      (iii)  Company
        and its Subsidiaries may become and remain liable with respect to Contingent
        Obligations in respect of customary indemnification and purchase price
        adjustment obligations incurred in connection with sales of assets;

       

      (iv)  Company
        may become and remain liable with respect to Contingent Obligations under
        Hedge
        Agreements entered into in the ordinary course of business;

       

      (v)  Company
        and its Subsidiaries may become and remain liable with respect to Contingent
        Obligations described on Schedule 7.4 of the Company Disclosure
        Letter;

       

      (vi)  (a)
        Company and the Subsidiary Guarantors may become and remain liable with respect
        to Contingent Obligations in respect of any Indebtedness of Company or any
        of
        the Subsidiary Guarantors permitted pursuant to subsection 7.1; provided,
however, that in the event such Indebtedness is Subordinated
        Indebtedness, any Contingent Obligation in respect thereof shall be subordinated
        to the Subsidiary Guaranty to the same extent such Subordinated Indebtedness
        is
        subordinated to the Obligations of Company or such Domestic Subsidiary, as
        the
        case may be; and (b) Subsidiaries of Company (other than Subsidiary Guarantors)
        may become and remain liable with respect to Contingent Obligations in respect
        of Indebtedness of Company or any of its Subsidiaries permitted pursuant
        to
        subsection 7.1;

       


      
        
          
          

        

        
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      (vii)  Company
        and its Subsidiaries may become and remain liable with respect to Contingent
        Obligations in respect of performance bonds, bid bonds, appeal bonds, surety
        bonds, and similar obligations provided in the ordinary course of business
        to
        support the obligations of such Subsidiaries and Joint Ventures; provided
        that with respect to surety bonds issued in connection with specific Projects,
        (a) only the Project Assets may be subject to the Liens permitted pursuant
        to
        subsection 7.2A(xii), (b) no such surety arrangements may require contractual
        subordination of the Liens granted pursuant to the Collateral Documents and
        (c)
        such surety bonds shall be consistent with industry practice and incurred
        in the
        ordinary course of business of Company and its Subsidiaries;

       

      (viii)  Company
        and its Subsidiaries may become and remain liable with respect to
        indemnification, adjustment of purchase price, earn-out deferred compensation
        and similar obligations incurred in connection with a Permitted
        Acquisition;

       

      (ix)  Company
        and its Subsidiaries may become and remain liable with respect to other
        Contingent Obligations; provided that the maximum aggregate liability,
        contingent or otherwise, of Company and its Subsidiaries in respect of all
        such
        other Contingent Obligations shall not exceed the greater of (a) $50,000,000
        at
        any time or (b) 2% of Consolidated Tangible Assets (determined as of the
        end of
        the immediately preceding Fiscal Quarter) at the time Company or such Subsidiary
        becomes liable with respect to such Contingent Obligation;

       

      (x)  Company
        and its Subsidiaries may become and remain liable with respect to any guaranties
        by Company or such Subsidiary made in the ordinary course of business of
        any
        obligations of a Subsidiary of Company under a contract for the performance
        of
        or delivery of work or services (a) to a customer of such Subsidiary or (b)
        where the party to the contract is a Joint Venture in which Company or any
        of
        its Subsidiaries has an ownership interest; provided that such guaranty
        does not require any payment obligation by or on behalf of Company or such
        Subsidiary; and

       

      (xi)  Company
        and its Subsidiaries may become and remain liable with respect to any guaranties
        by Company or such Subsidiary made under real estate leases entered into
        in the
        ordinary course of business.

       


      
        
          
          

        

        
          126

          
            

          

        

        
          
          

        

      


      


       

      
        	
                7.5  

              	
                Restricted
                  Junior Payments; Payments on Certain Other
                  Indebtedness.

              


      

       

      Company
        shall not, and shall not permit any of its Subsidiaries to, directly or
        indirectly, declare, order, pay, make or set apart any sum for any Restricted
        Junior Payment; provided that (i) Company may make regularly
        scheduled payments of interest in respect of any Permitted Subordinated
        Indebtedness in accordance with the terms of, and only to the extent required
        by, and subject to the subordination provisions contained in, the indenture
        or
        other agreement pursuant to which such Permitted Subordinated Indebtedness
        was
        issued; (ii) Company may repurchase common stock of Company that constitutes
        odd
        lots pursuant to a program established by Company for the repurchase of such
        odd
        lots in an aggregate amount not to exceed $100,000; (iii) any Subsidiary
        of
        Company (other than a Subsidiary Guarantor) may declare and pay dividends
        to
        Company or any other Subsidiary of Company and any Subsidiary Guarantor may
        declare and pay dividends to Company or any other Subsidiary Guarantor;
        (iv) Company and its Subsidiaries may purchase shares of Capital Stock of
        any Subsidiary of Company owned by professional engineers in connection with
        licensing requirements in an aggregate amount not to exceed $500,000; (v)
        Company may purchase shares of Capital Stock of Company from the employees,
        officers and directors of WGII pursuant to the stock options and restricted
        stock grants that have vested in connection with the Acquisition; (vi) Company
        may purchase shares of Capital Stock of Company and any warrants or other
        rights
        with respect to the Capital Stock of Company from its employees, officers
        and directors by net exercise, pursuant to the terms of any employee stock
        option, restricted stock or incentive stock plan; and (vii) Company may purchase
        shares of Capital Stock of Company and any warrants or other rights with
        respect
        to the Capital Stock of Company from its officers and directors in an aggregate
        amount not to exceed $50,000,000 in any Fiscal Year other than by net exercise
        permitted pursuant to clause (vi) above; provided that the amount for any
        Fiscal Year shall be increased by an amount equal to the sum of (1) the excess,
        if any, of such amount for the previous Fiscal Year (without giving effect
        to
        any adjustment in accordance with this proviso) over the actual amount of
        purchases of Capital Stock during such previous Fiscal Year and (2) $10,000,000;
        provided, however, that the restriction on declaring, ordering,
        paying, making or setting apart any sum for any Restricted Junior Payment
        shall
        not apply to any Restricted Junior Payment if, after giving pro forma effect
        thereto, the Consolidated Leverage Ratio is equal to or less than
        1.00:1.00.

       


      
        
          
          

        

        
          127

          
            

          

        

        
          
          

        

      


      


       

      
        	
                7.6  

              	
                Financial
                  Covenants.

              


      

       

      A.  Minimum
        Interest Coverage Ratio.  Company shall not permit the ratio
        of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense
        for any four Fiscal Quarter period ending during any of the periods set forth
        below to be less than the correlative ratio indicated:

       

      
        	
                Period

              	
                Minimum
                  Interest

                Coverage
                  Ratio

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2007

              	
                4.0:1.0

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                4.0:1.0

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                4.5:1.0

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                4.5:1.0

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                4.5:1.0

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                4.5:1.0

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                4.5:1.0

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                4.5:1.0

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                5.0:1.0

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                5.0:1.0

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                5.0:1.0

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                5.0:1.0

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                5.5:1.0

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2011

              	
                5.5:1.0

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2011

              	
                5.5:1.0

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2011

              	
                5.5:1.0

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2011

                and
                  each Fiscal Quarter thereafter

              	
                6.0:1.0

              


      

       

      ;
        provided that, for purposes of calculating Consolidated Cash Interest
        Expense with respect to the calculation of such ratio for the four consecutive
        Fiscal Quarter period ending (a) December 28, 2007, Consolidated Cash Interest
        Expense shall be deemed to be actual Consolidated Cash Interest Expense for
        the
        Fiscal Quarter ending on December 28, 2007 multiplied by four, (b) March
        28, 2008, Consolidated Cash Interest Expense shall be deemed to be actual
        Consolidated Cash Interest Expense for the two Fiscal Quarter period ending
        on
        March 28, 2008 multiplied by two, and (c) June 27, 2008, Consolidated
        Cash Interest Expense shall be deemed to be actual Consolidated Cash Interest
        Expense for the three Fiscal Quarter period ending on June 27, 2008
multiplied by one and one-third.

       


      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      


       

      


       

      B.  Maximum
        Leverage Ratio.  Company shall not permit the Consolidated
        Leverage Ratio as of the last day of any Fiscal Quarter ending during any
        of the
        periods set forth below to exceed the correlative ratio indicated:

       

      
        	
                Period

              	
                Maximum
                  Leverage Ratio

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2007

              	
                3.500:1.00

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                3.500:1.00

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                3.000:1.00

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                3.000:1.00

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2008

              	
                2.750:1.00

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                2.750:1.00

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                2.750:1.00

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                2.750:1.00

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2009

              	
                2.375:1:00

              
	 	 
	
                1st
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                2.375:1:00

              
	
                2nd
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                2.375:1:00

              
	
                3rd
                  Fiscal
                  Quarter of Fiscal Year 2010

              	
                2.375:1:00

              
	
                4th
                  Fiscal
                  Quarter of Fiscal Year 2010

                and
                  each Fiscal Quarter thereafter

              	
                2.000:1:00

              


      

      


       

      
        	
                7.7  

              	
                Restriction
                  on Fundamental Changes; Asset
                  Sales.

              


      

       

      Company
        shall not, and shall not permit any of its Subsidiaries to, alter the corporate,
        capital or legal structure of Company or any of its Subsidiaries, or enter
        into
        any transaction of merger or consolidation, or liquidate, wind-up or dissolve
        itself (or suffer any liquidation or dissolution), or convey, sell, lease
        or
        sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in
        one
        transaction or a series of transactions, all or any part of its business,
        property or assets (including its notes or receivables and Capital Stock
        of a
        Subsidiary of Company, whether newly issued or outstanding), whether now
        owned
        or hereafter acquired, except:

       

      (i)  any
        Subsidiary of Company may be merged with or into Company or any wholly-owned
        Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or
        any
        part of its business, property or assets may be conveyed, sold, leased,
        transferred or otherwise disposed of, in one transaction or a series of
        transactions, to Company or any wholly-owned Subsidiary Guarantor;
provided that, in the case of such a merger, Company or such wholly-owned
        Subsidiary Guarantor shall be the continuing or surviving Person;

       

      (ii)  Company
        and its Subsidiaries may sell or otherwise dispose of assets in transactions
        that do not constitute Asset Sales;

       


      
        
          
          

        

        
          129

          
            

          

        

        
          
          

        

      


      


       

      (iii)  Company
        and its Subsidiaries may dispose of obsolete, worn out or surplus property
        in
        the ordinary course of business;

       

      (iv)  Company
        and its Subsidiaries may make Asset Sales of assets having a fair market
        value
        not in excess of $50,000,000 during any Fiscal Year (less the aggregate amount
        of the Net Asset Sale Proceeds thereof in respect of which Company has delivered
        an Officer’s Certificate pursuant to subsection 2.4B(iii)(a) setting forth its
        intent to reinvest such Net Asset Sale Proceeds within 365 days of such sale
        or
        other disposition); provided that the amount for any Fiscal Year shall be
        increased by an amount equal to the excess, if any, of such amount for the
        previous Fiscal Year (without giving effect to any adjustment in accordance
        with
        this proviso) over the actual amount of sales and other dispositions during
        such
        previous Fiscal Year; provided, however, that (a) the
        consideration received for such assets shall be in an amount at least equal
        to
        the fair market value thereof; (b) any non-Cash consideration received for
        such assets shall be consistent with past practice and the ordinary course
        of
        business of Company and its Subsidiaries; (c) no Potential Event of Default
        or Event of Default shall have occurred or be continuing after giving effect
        thereto; and (d) the proceeds of such Asset Sales shall be applied as
        required by subsection 2.4B(iii)(a) or subsection 2.4D;
provided, however, that the restrictions set forth in clauses (a),
        (b) and (c) above shall not apply if, at the time Company or such
        Subsidiary  makes such Asset Sale and after giving pro forma effect
        thereto, the Company Debt Rating shall be at least Ba1 from Moody’s and at least
        BB+ from S&P;

       

      (v)  in
        order
        to resolve disputes that occur in the ordinary course of business, Company
        and
        its Subsidiaries may discount or otherwise compromise for less than the face
        value thereof, notes or accounts receivable;

       

      (vi)  Company
        and its Subsidiaries may sell or dispose of shares of Capital Stock of any
        of
        its Subsidiaries in order to qualify members of the Governing Body of any
        such
        Subsidiary if required by applicable law;

       

      (vii)  the
        Acquisition and the Merger may occur in accordance with the terms and conditions
        of the Merger Agreement;

       

      (viii)  any
        Person may be merged with or into any Subsidiary of Company if the acquisition
        of the Capital Stock of such Person by Company or such Subsidiary would have
        been permitted pursuant to subsection 7.3; provided that if a Subsidiary
        of Company is not the surviving or continuing Person, the surviving Person
        becomes a Subsidiary of Company and complies with the provisions of subsection
        6.7 and (c) no Potential Event of Default or Event of Default shall have
        occurred or be continuing after giving effect thereto;

       

      (ix)  licenses
        or sublicenses by Company and its Subsidiaries of software, trademarks, patents
        and other intellectual property in the ordinary course of business and which
        do
        not materially interfere with the business of Company or any of its
        Subsidiaries;

       


      
        
          
          

        

        
          130

          
            

          

        

        
          
          

        

      


      


       

      (x)  transfers
        of condemned property to the respective governmental authority or agency
        that
        has condemned the same (whether by deed in lieu of condemnation or otherwise),
        and transfers of properties that have been subject to a casualty to the
        respective insurer of such property or its designee as part of an insurance
        settlement;

       

      (xi)  Company
        and its Subsidiaries may sell or otherwise dispose of Cash Equivalents permitted
        to be made or owned pursuant to subsection 7.3(i);

       

      (xii)  Company
        and its Subsidiaries may discontinue any operation (including the dissolution
        of
        any of its Subsidiaries) in accordance with subsection 6.2;

       

      (xiii)  Company
        and its Subsidiaries may sell and leaseback any property within 180 days
        of the
        acquisition of such property; 

       

      (xiv)  any
        Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary) may
        transfer assets to any other Subsidiary (other than a Subsidiary Guarantor
        or a
        Dormant Subsidiary); and

       

      (xv)  any
        Foreign Subsidiary of Company may be merged with or into any other Foreign
        Subsidiary of Company.

       

      
        	
                7.8  

              	
                Transactions
                  with Affiliates.

              


      

       

      Except
        as
        described on Schedule 7.8 of the Company Disclosure Letter, Company shall
        not, and shall not permit any of its Subsidiaries to, directly or indirectly,
        enter into or permit to exist any transaction (including the purchase, sale,
        lease or exchange of any property or the rendering of any service) with any
        Affiliate of Company on terms that are less favorable to Company or such
        Subsidiary, as the case may be, than those that might be obtained at the
        time
        from Persons who are not such a holder or Affiliate; provided that the
        foregoing restriction shall not apply to (i) any transaction between Company
        and
        any of its wholly-owned Subsidiaries or between any of its wholly-owned
        Subsidiaries, (ii) the payment of reasonable fees and compensation to
        officers and directors of Company or any of its Subsidiaries and reasonable
        indemnification arrangements entered into by Company or any of its Subsidiaries,
        including any issuance of Securities, or other payments, awards or grants
        in
        cash, Securities or otherwise pursuant to, or the funding of, employment
        arrangements, employee stock options and employee stock ownership plans approved
        by the Governing Body of Company, (iii) existing related party transactions
        described in Company’s Annual Report on Form 10-K for the 2006 Fiscal Year or in
        Company’s Definitive Proxy for its 2006 Annual Meeting of Stockholders, (iv)
        existing related party transactions described in WGII’s Annual Report on Form
        10-K for the 2006 Fiscal Year or in WGII’s Definitive Proxy for its 2007 Annual
        Meeting of Stockholders, (v) any Restricted Junior Payment permitted pursuant
        to
        subsection 7.5, (vi) transactions (a) approved by a majority of the
        disinterested members of the Governing Body of Company or (b) for which Company
        or any Subsidiary shall deliver to Administrative Agent a written opinion
        of a
        nationally recognized investment banking, accounting, valuation or appraisal
        firm stating that the transaction is fair to Company or such Subsidiary from
        a
        financial point of view,

       


      
        
          
          

        

        
          131

          
            

          

        

        
          
          

        

      


      (vii)
        any
        payments or other transaction pursuant to any tax sharing agreement between
        Company and any other Person with which Company files a consolidated
        tax  return or with which Company is part of a consolidated group for
        tax purposes, and (viii) Investments permitted pursuant to subsection
        7.3.

       

      
        	
                7.9  

              	
                Conduct
                  of Business.

              


      

       

      From
        and
        after the Closing Date, Company shall not, and shall not permit any of its
        Subsidiaries to, engage in any business other than (i) the businesses
        engaged in by Company and its Subsidiaries on the Closing Date and similar
        line
        of business (or any related, ancillary or complementary business, including
        business services) and (ii) such other lines of business as may be
        consented to by Requisite Lenders.

       

      
        	
                7.10  

              	
                Fiscal
                  Year.

              


      

       

      Company
        shall not change any Fiscal Year-end from the 52-53 week period ending on
        the
        Friday nearest December 31.

       

      
        	
                7.11  

              	
                Compliance
                  with ERISA.

              


      

       

      Company
        shall not cause or permit to occur, and shall not permit any of its Subsidiaries
        or ERISA Affiliates to cause or permit to occur, ERISA Events that could
        reasonably be expected to result in a Material Adverse Effect in the
        aggregate.

       

      
        	
                7.12  

              	
                Amendments
                  or Waivers of Certain
                  Agreements.

              


      

       

      Neither
        Company nor any of its Subsidiaries will agree to any material amendment
        to, or
        waive any of its material rights under, any Related Agreement after the Closing
        Date without in each case obtaining the prior written consent of Requisite
        Lenders to such amendment or waiver.

       

      Section
        8.  EVENTS
        OF DEFAULT

       

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

       

      
        	
                8.1  

              	
                Failure
                  to Make Payments When
                  Due.

              


      

       

      Failure
        by Company to pay any installment of principal of any Loan when due, whether
        at
        stated maturity, by acceleration, by notice of voluntary prepayment, by
        mandatory prepayment or otherwise; failure by Company to pay when due any
        amount
        payable to an Issuing Lender in reimbursement of any drawing under a Letter
        of
        Credit; or failure by Company to pay any interest on any Loan or any fee
        or any
        other amount due under this Agreement within five days after the date due;
        or

       


      
        
          
          

        

        
          132

          
            

          

        

        
          
          

        

      


      


       

      
        	
                8.2  

              	
                Default
                  in Other Agreements.

              


      

       

      (i)  Failure
        of Company or any Material Domestic Subsidiary to pay when due any principal
        of
        or interest on or any other amount payable in respect of one or more items
        of
        Indebtedness (other than Indebtedness referred to in subsection 8.1) or
        Contingent Obligations in an individual principal amount of $50,000,000 or
        more
        or with an aggregate principal amount of $50,000,000 or more, in each case
        beyond the end of any grace period provided therefor; or

       

      (ii)  breach
        or
        default by Company or any Material Domestic Subsidiary with respect to any
        other
        material term of (a) one or more items of Indebtedness or Contingent
        Obligations with payment obligations thereunder in the individual or aggregate
        principal amounts referred to in clause (i) above or (b) any loan
        agreement, mortgage, indenture or other agreement relating to such item(s)
        of
        Indebtedness or Contingent Obligation(s), if the effect of such breach or
        default is to cause, or to permit the holder or holders of that Indebtedness
        or
        Contingent Obligation(s) (or a trustee on behalf of such holder or holders)
        to
        cause, that Indebtedness or Contingent Obligation(s) to become or be declared
        due and payable prior to its stated maturity or the stated maturity of any
        underlying obligation, as the case may be (upon the giving or receiving of
        notice, lapse of time, both, or otherwise); or

       

      
        	
                8.3  

              	
                Breach
                  of Certain Covenants.

              


      

       

      Failure
        of Company to perform or comply with any term or condition contained in
        subsection 2.5, 6.1(i) (with respect to any condition or event that
        constitutes an Event of Default), 6.2 or Section 7 of this Agreement;
        or

       

      
        	
                8.4  

              	
                Breach
                  of Warranty.

              


      

       

      Any
        representation, warranty, certification or other statement made by Company
        or
        any Material Domestic Subsidiary in any Loan Document or in any statement
        or
        certificate at any time given by Company or any Material Domestic Subsidiary
        in
        writing pursuant hereto or thereto or in connection herewith or therewith
        shall
        be false in any material respect on the date as of which made; or

       

      
        	
                8.5  

              	
                Other
                  Defaults Under Loan
                  Documents.

              


      

       

      Any
        Loan
        Party shall default in the performance of or compliance with any term contained
        in this Agreement or any of the other Loan Documents, other than any such
        term
        referred to in any other subsection of this Section 8, and such default
        shall not have been remedied or waived within 30 days after the earlier of
        (i) a Responsible Officer of Company becoming aware of such default or
        (ii) receipt by Company and such Loan Party of notice from Administrative
        Agent or any Lender of such default; or

       


      
        
          
          

        

        
          133

          
            

          

        

        
          
          

        

      


      


       

      
        	
                8.6  

              	
                Involuntary
                  Bankruptcy; Appointment of Receiver,
                  etc.

              


      

       

      (i)  A
        court
        having jurisdiction in the premises shall enter a decree or order for relief
        in
        respect of Company or any Material Domestic Subsidiary in an involuntary
        case
        under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
        or similar law now or hereafter in effect, which decree or order is not stayed;
        or any other similar relief shall be granted under any applicable federal
        or
        state law; or

       

      (ii)  an
        involuntary case shall be commenced against Company or any Material Domestic
        Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy,
        insolvency or similar law now or hereafter in effect; or a decree or order
        of a
        court having jurisdiction in the premises for the appointment of a receiver,
        liquidator, sequestrator, trustee, custodian or other officer having similar
        powers over Company or any Material Domestic Subsidiary, or over all or a
        substantial part of its property, shall have been entered; or there shall
        have
        occurred the involuntary appointment of an interim receiver, trustee or other
        custodian of Company or any Material Domestic Subsidiary for all or a
        substantial part of its property; or a warrant of attachment, execution or
        similar process shall have been issued against any substantial part of the
        property of Company or any Material Domestic Subsidiary, and any such event
        described in this clause (ii) shall continue for 60 days unless dismissed,
        bonded or discharged; or

       

      
        	
                8.7  

              	
                Voluntary
                  Bankruptcy; Appointment of Receiver,
                  etc.

              


      

       

      (i)  Company
        or any Material Domestic Subsidiary shall have an order for relief entered
        with
        respect to it or commence a voluntary case under the Bankruptcy Code or under
        any other applicable bankruptcy, insolvency or similar law now or hereafter
        in
        effect, or shall consent to the entry of an order for relief in an involuntary
        case, or to the conversion of an involuntary case to a voluntary case, under
        any
        such law, or shall consent to the appointment of or taking possession by
        a
        receiver, trustee or other custodian for all or a substantial part of its
        property; or Company or any Material Domestic Subsidiary shall make any
        assignment for the benefit of creditors; or

       

      (ii)  Company
        or any Material Domestic Subsidiary shall be unable, or shall fail generally,
        or
        shall admit in writing its inability, to pay its debts as such debts become
        due;
        or the Governing Body of Company or any Material Domestic Subsidiary (or
        any
        committee thereof) shall adopt any resolution or otherwise authorize any
        action
        to approve any of the actions referred to in clause (i) above or this
        clause (ii); or

       


      
        
          
          

        

        
          134

          
            

          

        

        
          
          

        

      


      


       

      
        	
                8.8  

              	
                Judgments
                  and Attachments.

              


      

       

      Any
        money
        judgment, writ or warrant of attachment or similar process involving (i) in
        any individual case an amount in excess of $50,000,000 or (ii) in the
        aggregate at any time an amount in excess of $50,000,000 (in either case
        to the
        extent not adequately covered by insurance as to which a solvent and
        unaffiliated insurance company has acknowledged coverage) shall be entered
        or
        filed against Company or any of its Material Domestic Subsidiaries or any
        of
        their respective assets and shall remain undischarged, unvacated, unbonded
        or
        unstayed for a period of 60 days (or in any event later than five days
        prior to the date of any proposed sale thereunder); or

       

      
        	
                8.9  

              	
                Dissolution.

              


      

       

      Any
        order, judgment or decree shall be entered against Company or any of its
        Material Domestic Subsidiaries decreeing the dissolution or split up of Company
        or that Material Domestic Subsidiary and such order shall remain undischarged
        or
        unstayed for a period in excess of 30 days; or

       

      
        	
                8.10  

              	
                ERISA.

              


      

       

      There
        shall occur an ERISA Event and the amount of all liabilities and deficiencies
        resulting therefrom imposed, or which could reasonably be expected to be
        imposed, directly on Company or any of its Subsidiaries, whether or not
        assessed, when taken together with all other ERISA Events exceeds $50,000,000
        in
        the aggregate; or

       

      
        	
                8.11  

              	
                Change
                  in Control.

              


      

       

      A
        Change
        in Control shall have occurred; or

       

      
        	
                8.12  

              	
                Failure
                  to Consummate Acquisition or
                  Merger.

              


      

       

      The
        Acquisition or the Merger shall not be consummated in accordance with this
        Agreement and the applicable Related Agreements concurrently with the making
        of
        the initial Loans, or the Acquisition or the Merger shall be unwound, reversed
        or otherwise rescinded in whole or in part for any reason; or

       


      
        
          
          

        

        
          135

          
            

          

        

        
          
          

        

      


      


       

      
        	
                8.13  

              	
                Invalidity
                  of Loan Documents; Guaranty; Failure of Security; Repudiation of
                  Obligations.

              


      

       

      (i)  At
        any
        time after the execution and delivery thereof, (a) any Loan Document (other
        than
        the Collateral Documents) or any provision thereof for any reason, other
        than
        the satisfaction in full of all Obligations, shall cease to be in full force
        and
        effect (other than in accordance with its terms) or shall be declared to
        be null
        and void, or (b) any Loan Party shall contest the validity or
        enforceability of any Loan Document (other than the Collateral Documents)
        or any
        provision thereof in writing or deny in writing that it has any further
        liability, including with respect to future advances by Lenders, under any
        Loan
        Document (other than the Collateral Documents) or any provision thereof to
        which
        it is a party; or

       

      (ii)  (a)
        any
        Collateral Document or any provision thereof for any reason, other than the
        satisfaction in full of all Obligations, shall cease to be in full force
        and
        effect (other than in accordance with its terms) or shall be declared to
        be null
        and void, (b) Administrative Agent shall not have or shall cease to have a
        valid and perfected First Priority Lien in any material part of the Collateral
        purported to be covered by the Collateral Documents, in each case for any
        reason
        other than the failure of Administrative Agent or any Lender to take any
        action
        within its control, or (c) any Loan Party shall contest the validity or
        enforceability of any Collateral Document or any provision thereof in writing
        or
        deny in writing that it has any further liability, including with respect
        to
        future advances by Lenders, under any Collateral Document or any provision
        thereof to which it is a party;

       

      THEN
        (i) upon the occurrence of any Event of Default described in
        subsection 8.6 or 8.7 with respect to Company or any Material Domestic
        Subsidiary, each of (a) the unpaid principal amount of and accrued interest
        on the Loans, (b) an amount equal to the maximum amount that may at any
        time be drawn under all Letters of Credit then outstanding (whether or not
        any
        beneficiary under any such Letter of Credit shall have presented, or shall
        be
        entitled at such time to present, the drafts or other documents or certificates
        required to draw under such Letter of Credit), and (c) all other
        Obligations shall automatically become immediately due and payable, without
        presentment, demand, protest or other requirements of any kind, all of which
        are
        hereby expressly waived by Company, and the obligation of each Lender to
        make
        any Loan and the obligation of the Issuing Lenders to issue any Letter of
        Credit
        hereunder shall thereupon terminate, and (ii) upon the occurrence and
        during the continuation of any other Event of Default, Administrative Agent
        shall, upon the written request or with the written consent of Requisite
        Lenders, by written notice to Company, declare all or any portion of the
        amounts
        described in clauses (a) through (c) above to be, and the same shall
        forthwith become, immediately due and payable, without presentment, demand,
        protest or other requirements of any kind, all of which are hereby expressly
        waived by Company, and the obligation of each Lender to make any Loan and
        the
        obligation of the Issuing Lenders to issue any Letter of Credit hereunder
        shall
        thereupon terminate; provided that the foregoing shall not affect in any
        way the obligations of Revolving Lenders under subsection 3.3C(i) or the
        obligations of Revolving Lenders to purchase assignments of any unpaid Swing
        Line Loans as provided in subsection 2.1A(iv).

       


      
        
          
          

        

        
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      Any
        amounts described in clause (b) above, when received by Administrative
        Agent, shall be held by Administrative Agent pursuant to the terms of the
        Pledge
        Agreement and shall be applied as therein provided.

       

      Section
        9.  ADMINISTRATIVE
        AGENT

       

      
        	
                9.1  

              	
                Appointment.

              


      

       

      A.  Appointment
        of Administrative Agent.  Wells Fargo is hereby appointed
        Administrative Agent hereunder and under the other Loan
        Documents.  Each Lender (including any Lender in its capacity as a
        counterparty to a Hedge Agreement with Company or one of it Subsidiaries)
        hereby
        authorizes Administrative Agent to act as its agent in accordance with the
        terms
        of this Agreement and the other Loan Documents.  Wells Fargo agrees to
        act upon the express conditions contained in this Agreement and the other
        Loan
        Documents, as applicable.  The provisions of this Section 9 are
        solely for the benefit of Agents and Lenders and no Loan Party shall
        have  rights as a third party beneficiary of any of the provisions
        thereof.  In performing its functions and duties under this Agreement,
        Administrative Agent (other than as provided in subsection 2.1D) shall act
        solely as an agent of Lenders and does not assume and shall not be deemed
        to
        have assumed any obligation towards or relationship of agency or trust with
        or
        for Company or any other Loan Party.

       

      Administrative
        Agent may execute any of its duties under this Agreement or any other Loan
        Document by or through agents, employees or attorneys-in-fact appointed by
        Administrative Agent in its sole discretion.  Administrative Agent and
        any such sub-agent may perform any and all of the duties of Administrative
        Agent
        and exercise the rights and powers of Administrative Agent by or through
        their
        respective Affiliates and the partners, directors, officers, employees, agents
        and advisors of such Person and of such Person’s Affiliates (“Related
        Parties”).  The exculpatory provisions of this Article shall
        apply to any such sub-agent and to the Related Parties of Administrative
        Agent
        and any such sub-agent.

       

      Administrative
        Agent hereby appoints Morgan Stanley as its agent for purposes of making
        all
        Loans to be made on the Closing Date and exercising the consent rights of
        Administrative Agent to any assignment pursuant to subsection 10.1 during
        the
        Primary Syndication.

       


      
        
          
          

        

        
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      B.  Appointment
        of Supplemental Collateral Agents.  It is the purpose of this
        Agreement and the other Loan Documents that there shall be no violation of
        any
        law of any jurisdiction denying or restricting the right of banking corporations
        or associations to transact business as agent or trustee in such
        jurisdiction.  It is recognized that in case of litigation under this
        Agreement or any of the other Loan Documents, and in particular in case of
        the
        enforcement of any of the Loan Documents, or in case Administrative Agent
        deems
        that by reason of any present or future law of any jurisdiction it may not
        exercise any of the rights, powers or remedies granted herein or in any of
        the
        other Loan Documents or take any other action which may be desirable or
        necessary in connection therewith, it may be necessary that Administrative
        Agent
        appoint an additional individual or institution as a separate trustee,
        co-trustee, collateral agent or collateral co-agent (any such additional
        individual or institution being referred to herein individually as a
“Supplemental Collateral Agent” and collectively as
“Supplemental Collateral Agents”).

       

      In
        the
        event that Administrative Agent appoints a Supplemental Collateral Agent
        with
        respect to any Collateral, (i) each and every right, power, privilege or
        duty expressed or intended by this Agreement or any of the other Loan Documents
        to be exercised by or vested in or conveyed to Administrative Agent with
        respect
        to such Collateral shall be exercisable by and vest in such Supplemental
        Collateral Agent to the extent, and only to the extent, necessary to enable
        such
        Supplemental Collateral Agent to exercise such rights, powers and privileges
        with respect to such Collateral and to perform such duties with respect to
        such
        Collateral, and every covenant and obligation contained in the Loan Documents
        and necessary to the exercise or performance thereof by such Supplemental
        Collateral Agent shall run to and be enforceable by either Administrative
        Agent
        or such Supplemental Collateral Agent, and (ii) the provisions of this
        Section 9 and of subsections 10.2 and 10.3 that refer to
        Administrative Agent shall inure to the benefit of such Supplemental Collateral
        Agent and all references therein to Administrative Agent shall be deemed
        to be
        references to Administrative Agent and/or such Supplemental Collateral Agent,
        as
        the context may require.

       

      Should
        any instrument in writing from Company or any other Loan Party be required
        by
        any Supplemental Collateral Agent so appointed by Administrative Agent for
        more
        fully and certainly vesting in and confirming to him or it such rights, powers,
        privileges and duties, Company shall, or shall cause such Loan Party to,
        execute, acknowledge and deliver any and all such instruments promptly upon
        request by Administrative Agent.  In case any Supplemental Collateral
        Agent, or a successor thereto, shall die, become incapable of acting, resign
        or
        be removed, all the rights, powers, privileges and duties of such Supplemental
        Collateral Agent, to the extent permitted by law, shall vest in and be exercised
        by Administrative Agent until the appointment of a new Supplemental Collateral
        Agent.

       


      
        
          
          

        

        
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                9.2  

              	
                Powers
                  and Duties; General
                  Immunity.

              


      

       

      A.  Powers;
        Duties Specified.  Each Lender irrevocably authorizes
        Administrative Agent to take such action on such Lender’s behalf and to exercise
        such powers, rights and remedies hereunder and under the other Loan Documents
        as
        are specifically delegated or granted to Administrative Agent by the terms
        hereof and thereof, together with such powers, rights and remedies as are
        reasonably incidental thereto.  Administrative Agent shall have only
        those duties and responsibilities that are expressly specified in this Agreement
        and the other Loan Documents.  Administrative Agent may exercise such
        powers, rights and remedies and perform such duties by or through its agents
        or
        employees.  Administrative Agent shall not have, by reason of this
        Agreement or any of the other Loan Documents, a fiduciary relationship in
        respect of any Lender or Company; and nothing in this Agreement or any of
        the
        other Loan Documents, expressed or implied, is intended to or shall be so
        construed as to impose upon Administrative Agent any obligations in respect
        of
        this Agreement or any of the other Loan Documents except as expressly set
        forth
        herein or therein.

       

      B.  No
        Responsibility for Certain Matters.  No Agent shall be
        responsible to any Lender for the execution, effectiveness, genuineness,
        validity, enforceability, collectibility or sufficiency of this Agreement
        or any
        other Loan Document or for any representations, warranties, recitals or
        statements made herein or therein or made in any written or oral statements
        or
        in any financial or other statements, instruments, reports or certificates
        or
        any other documents furnished or made by such Agent to Lenders or by or on
        behalf of Company to such Agent or any Lender in connection with the Loan
        Documents and the transactions contemplated thereby or for the financial
        condition or business affairs of Company or any other Person liable for the
        payment of any Obligations, nor shall such Agent be required to ascertain
        or
        inquire as to the performance or observance of any of the terms, conditions,
        provisions, covenants or agreements contained in any of the Loan Documents
        or as
        to the use of the proceeds of the Loans or the use of the Letters of Credit
        or
        as to the existence or possible existence of any Event of Default or Potential
        Event of Default.  Anything contained in this Agreement to the
        contrary notwithstanding, Administrative Agent shall not have any liability
        arising from confirmations of the amount of outstanding Loans or the Revolving
        Letter of Credit Usage or the component amounts thereof.

       


      
        
          
          

        

        
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      C.  Exculpatory
        Provisions.  No Agent or any of its officers, directors,
        employees or agents shall be liable to Lenders for any action taken or omitted
        by such Agent under or in connection with any of the Loan Documents except
        to
        the extent caused by such Agent’s gross negligence or willful
        misconduct.  An Agent shall be entitled to refrain from any act or the
        taking of any action (including the failure to take an action) in connection
        with this Agreement or any of the other Loan Documents or from the exercise
        of
        any power, discretion or authority vested in it hereunder or thereunder unless
        and until such Agent shall have received instructions in respect thereof
        from
        Requisite Lenders (or such other Lenders as may be required to give such
        instructions under subsection 10.6) and, upon receipt of such instructions
        from Requisite Lenders (or such other Lenders, as the case may be), such
        Agent
        shall be entitled to act or (where so instructed) refrain from acting, or
        to
        exercise such power, discretion or authority, in accordance with such
        instructions; provided that no Agent shall be required to take any action
        that, in its opinion or the opinion of its counsel, may expose such Agent
        to
        liability or that is contrary to any Loan Document or applicable
        law.  Without prejudice to the generality of the foregoing,
        (i) each Agent shall be entitled to rely, and shall be fully protected in
        relying, upon any communication (including any electronic message, Internet
        or
        intranet website posting or other distribution), instrument or document believed
        by it to be genuine and correct and to have been signed or sent by the proper
        person or persons, and shall be entitled to rely and shall be protected in
        relying on opinions and judgments of attorneys (who may be attorneys for
        Company
        and its Subsidiaries), accountants, experts and other professional advisors
        selected by it; and (ii) no Lender shall have any right of action
        whatsoever against an Agent as a result of such Agent acting or (where so
        instructed) refraining from acting under this Agreement or any of the other
        Loan
        Documents in accordance with the instructions of Requisite Lenders (or such
        other Lenders as may be required to give such instructions under
        subsection 10.6).

       

      D.  Agents
        Entitled to Act as Lender.  The agency hereby created shall
        in no way impair or affect any of the rights and powers of, or impose any
        duties
        or obligations upon, an Agent in its individual capacity as a Lender
        hereunder.  With respect to its participation in the Loans and the
        Letters of Credit, an Agent shall have the same rights and powers hereunder
        as
        any other Lender and may exercise the same as though it were not performing
        the
        duties and functions delegated to it hereunder, and the term “Lender” or
“Lenders” or any similar term shall, unless the context clearly otherwise
        indicates, include each Agent in its individual capacity.  An Agent
        and its Affiliates may accept deposits from, lend money to, acquire equity
        interests in and generally engage in any kind of commercial banking, investment
        banking, trust, financial advisory or other business with Company or any
        of its
        Affiliates as if it were not performing the duties specified herein, and
        may
        accept fees and other consideration from Company for services in connection
        with
        this Agreement and otherwise without having to account for the same to
        Lenders.

       


      
        
          
          

        

        
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                9.3  

              	
                Representations
                  and Warranties; No Responsibility For Appraisal of
                  Creditworthiness.

              


      

       

      Each
        Lender agrees that it has made its own independent investigation of the
        financial condition and affairs of Company and its Subsidiaries in connection
        with the making of the Loans and the issuance of Letters of Credit hereunder
        and
        that it has made and shall continue to make its own appraisal of the
        creditworthiness of Company and its Subsidiaries.  No Agent shall have
        any duty or responsibility, either initially or on a continuing basis, to
        make
        any such investigation or any such appraisal on behalf of Lenders or to provide
        any Lender with any credit or other information with respect thereto, whether
        coming into its possession before the making of the Loans or at any time
        or
        times thereafter, and no Agent shall have any responsibility with respect
        to the
        accuracy of or the completeness of any information provided to
        Lenders.

       

      
        	
                9.4  

              	
                Right
                  to Indemnity.

              


      

       

      Each
        Lender, in proportion to its Pro Rata Share, severally agrees to indemnify
        each
        Agent and its officers, directors, employees, agents, attorneys, professional
        advisors and Affiliates to the extent that any such Person shall not have
        been
        reimbursed by Company, for and against any and all liabilities, obligations,
        losses, damages, penalties, actions, judgments, suits, costs, expenses
        (including counsel fees and disbursements and fees and disbursements of any
        financial advisor engaged by Agent) or disbursements of any kind or nature
        whatsoever which may be imposed on, incurred by or asserted against an Agent
        or
        any other Persons in exercising the powers, rights and remedies of an Agent
        or
        performing the duties of an Agent hereunder or under the other Loan Documents
        or
        otherwise in its capacity as an Agent in any way relating to or arising out
        of
        this Agreement or the other Loan Documents; provided that no Lender shall
        be liable for any portion of such liabilities, obligations, losses, damages,
        penalties, actions, judgments, suits, costs, expenses or disbursements of
        an
        Agent resulting from such Agent’s gross negligence or willful
        misconduct.  If any indemnity furnished to an Agent or other Persons
        for any purpose shall, in the opinion of such Agent, be insufficient or become
        impaired, such Agent may call for additional indemnity and cease, or not
        commence, to do the acts indemnified against until such additional indemnity
        is
        furnished.

       


      
        
          
          

        

        
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                9.5  

              	
                Resignation
                  of Agents; Successor Administrative Agent and Swing Line
                  Lenders.

              


      

       

      A.  Resignation;
        Successor Administrative Agent.  Any Agent may resign at any
        time by giving 30 days’ prior written notice thereof to Lenders and
        Company.  Upon any such notice of resignation by Administrative Agent,
        Requisite Lenders shall have the right, and if no Event of Default has occurred
        and is continuing, in consultation with Company, upon five Business Days’ notice
        to Company, to appoint a successor Administrative Agent.  If no such
        successor shall have been so appointed by Requisite Lenders and shall have
        accepted such appointment within 30 days after the retiring Administrative
        Agent
        gives notice of its resignation, the retiring Administrative Agent may, on
        behalf of Lenders, and if no Event of Default has occurred and is continuing,
        in
        consultation with Company, appoint a successor Administrative
        Agent.  If Administrative Agent shall notify Lenders and Company that
        no Person has accepted such appointment as successor Administrative Agent,
        such
        resignation shall nonetheless become effective in accordance with Administrative
        Agent’s notice and (i) the retiring Administrative Agent shall be discharged
        from its duties and obligations under the Loan Documents, except that any
        Collateral held by Administrative Agent will continue to be held by it until
        a
        Person shall have accepted the appointment of successor Administrative Agent,
        and (ii) all payments, communications and determinations provided to be made
        by,
        to or through Administrative Agent shall instead be made by, to or through
        each
        Lender directly, until such time as Requisite Lenders appoint a successor
        Administrative Agent in accordance with this subsection 9.5A.  Upon
        the acceptance of any appointment as Administrative Agent hereunder by a
        successor Administrative Agent, that 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
        (if not already discharged as set forth above).  After any retiring
        Agent’s resignation hereunder, the provisions of this Section 9 shall inure to
        its benefit as to any actions taken or omitted to be taken by it while it
        was an
        Agent under this Agreement.

       

      B.  Resignation;
        Successor Swing Line Lenders.  Any Swing Line Lender may
        resign at any time by giving 30 days’ prior written notice thereof to Lenders
        and Company.  Upon any such notice of resignation by such Swing Line
        Lender, Company shall have the right, upon five Business Days’ notice to
        Lenders, to appoint a successor Swing Line Lender.  If no such
        successor shall have been so appointed by Company and shall have accepted
        such
        appointment within 30 days after the retiring Swing Line Lender gives notice
        of
        its resignation, such resignation shall nonetheless become effective in
        accordance with such Swing Line Lender’s notice and (i) the retiring Swing Line
        Lender shall be discharged from its duties and obligations hereunder and
        (ii) if
        there is no other Swing Line Lender remaining under this Agreement, no Swing
        Line Loans may be made until such time as Company appoints a successor Swing
        Line Lender in accordance with this subsection 9.5B.  Upon the
        acceptance of any appointment as a Swing Line Lender hereunder, that successor
        Swing Line Lender shall thereupon succeed to and become vested with all the
        rights, powers, privileges and duties of the retiring Swing Line Lender and
        the
        retiring Swing Line Lender shall be discharged from its duties and obligations
        under this Agreement.

       


      
        
          
          

        

        
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                9.6  

              	
                Collateral
                  Documents, Guaranties and Surety
                  Acknowledgment.

              


      

       

      Each
        Lender (which term shall include, for purposes of this subsection 9.6, any
        Swap Counterparty) hereby further authorizes Administrative Agent, on behalf
        of
        and for the benefit of Lenders, to enter into each Collateral Document as
        secured party, to be the agent for and representative of Lenders under the
        Subsidiary Guaranty and to enter into the Surety Acknowledgment or any similar
        arrangement with another surety, and each Lender agrees to be bound by the
        terms
        of each Collateral Document, the Subsidiary Guaranty, the Surety Acknowledgment
        and any similar arrangement with another surety; provided that
        Administrative Agent shall not (i) enter into or consent to any material
        amendment, modification, termination or waiver of any provision contained
        in any
        Collateral Document or the Subsidiary Guaranty or (ii) release any
        Collateral (except as otherwise expressly permitted or required pursuant
        to the
        terms of this Agreement or the applicable Collateral Document), in each case
        without the prior consent of Requisite Lenders (or, if required pursuant
        to
        subsection 10.6, all Lenders); providedfurther,
however, that, without further written consent or authorization
        from
        Lenders, Administrative Agent may execute any documents or instruments necessary
        to (a) release any Lien encumbering any item of Collateral that is the
        subject of a sale or other disposition of assets permitted hereunder or to
        which
        Requisite Lenders have otherwise consented (other than a sale or other
        disposition to an  Affiliate of Company), (b) release any
        Subsidiary Guarantor from the Subsidiary Guaranty if (i) all of the Capital
        Stock of such Subsidiary Guarantor is sold to any Person (other than an
        Affiliate of Company) pursuant to a sale or other disposition permitted
        hereunder or to which Requisite Lenders have otherwise consented or (ii)
        Company
        provides written notice to Administrative Agent that such Subsidiary Guarantor
        is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required
        to
        execute the Subsidiary Guaranty, (c) release the Liens encumbering the
        Collateral in accordance with subsection 10.14B, or (d) subordinate the
        Liens of Administrative Agent, on behalf of Lenders, to any Liens permitted
        pursuant to subsections 7.2A(iii), (iv), (vii) and (viii); provided that,
        in the case of a sale of such item of Collateral or stock referred to in
        subdivision (a) or (b), the requirements of subsection 10.14A are
        satisfied.  Anything contained in any of the Loan Documents to the
        contrary notwithstanding, Company, Administrative Agent and each Lender hereby
        agree that (1) no Lender shall have any right individually to realize upon
        any of the Collateral under any Collateral Document or to enforce the Subsidiary
        Guaranty, it being understood and agreed that all powers, rights and remedies
        under the Collateral Documents and the Subsidiary Guaranty may be exercised
        primarily by Administrative Agent for the benefit of Lenders in accordance
        with
        the terms thereof, and (2) in the event of a foreclosure by Administrative
        Agent on any of the Collateral pursuant to a public or private sale,
        Administrative Agent or any Lender may be the purchaser of any or all of
        such
        Collateral at any such sale and Administrative Agent, as agent for and
        representative of Lenders (but not any Lender or Lenders in its or their
        respective individual capacities unless Requisite Lenders shall otherwise
        agree
        in writing) shall be entitled, for the purpose of bidding and making settlement
        or payment of the purchase price for all or any portion of the Collateral
        sold
        at any such public sale, to use and apply any of the Obligations as a credit
        on
        account of the purchase price for any collateral payable by Administrative
        Agent
        at such sale.

       


      
        
          
          

        

        
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                9.7  

              	
                Duties
                  of Other Agents.

              


      

       

      Syndication
        Agent, each of the Co-Documentation Agents and each of the Co-Agents shall
        have
        no right, power, obligation, liability, responsibility or duty under this
        Agreement other than those applicable to all Lenders as such.  Without
        limiting the foregoing, none of such Lenders shall have or be deemed to have
        a
        fiduciary relationship with any Lender.

       

      
        	
                9.8  

              	
                Administrative
                  Agent May File Proofs of
                  Claim.

              


      

       

      In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to Company or any of the Subsidiaries of Company,
        Administrative Agent (irrespective of whether the principal of any Loan shall
        then be due and payable as herein expressed or by declaration or otherwise
        and
        irrespective of whether Administrative Agent shall have made any demand on
        Company) shall be entitled and empowered, by intervention in such proceeding
        or
        otherwise

       

      (i)  to
        file
        and prove a claim for the whole amount of principal and interest owing and
        unpaid in respect of the Loans and any other Obligations that are owing and
        unpaid and to file such other papers or documents as may be necessary or
        advisable in order to have the claims of Lenders and Agents (including any
        claim
        for the reasonable compensation, expenses, disbursements and advances of
        Lenders
        and Agents and their agents and counsel and all other amounts due Lenders
        and
        Agents under subsections 2.3 and 10.2) allowed in such judicial proceeding,
        and

       

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

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender to make such payments to Administrative Agent and, in the event that
        Administrative Agent shall consent to the making of such payments directly
        to
        Lenders, to pay to Administrative Agent any amount due for the reasonable
        compensation, expenses, disbursements and advances of Agents and their agents
        and counsel, and any other amounts due Agents under subsections 2.3 and
        10.2.

       

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

       


      
        
          
          

        

        
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      Section
        10.  MISCELLANEOUS

       

      
        	
                10.1  

              	
                Successors
                  and Assigns; Assignments and Participations in Loans and Letters
                  of
                  Credit.

              


      

       

      A.  General.  This
        Agreement shall be binding upon the parties hereto and their respective
        successors and assigns and shall inure to the benefit of the parties hereto
        and
        the successors and assigns of Lenders (it being understood that Lenders’ rights
        of assignment are subject to the further provisions of this subsection
        10.1).  Neither Company’s rights or obligations hereunder nor any
        interest therein may be assigned or delegated by Company without the prior
        written consent of all Lenders (and any attempted assignment or transfer
        by
        Company without such consent shall be null and void).  No sale,
        assignment or transfer or participation of any Letter of Credit or any
        participation therein may be made separately from a sale, assignment, transfer
        or participation of a corresponding interest in the Revolving Loan Commitment
        and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
        transfer or participation.  Anything contained herein to the contrary
        notwithstanding, except as provided in subsection 2.1A(iv) and subsection
        10.5,
        the Swing Line Loan Commitment and the Swing Line Loans of any Swing Line
        Lender
        may not be sold, assigned or transferred as described below to any Person
        other
        than a successor Swing Line Lender to the extent contemplated by subsection
        9.5.  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 and, to the extent expressly
        contemplated hereby, the Affiliates of each of Administrative Agent and Lenders
        and Indemnitees) any legal or equitable right, remedy or claim under or by
        reason of this Agreement.  In addition, no sale, assignment, transfer
        or participation of any Loan or Commitment by any Lender shall, without consent
        of Company, require Company to file a registration statement with the Securities
        and Exchange Commission or apply to qualify such sale, assignment, transfer
        or
        participation under the securities laws of any state.

       


      
        
          
          

        

        
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      B.  Assignments.

       

      (i)  Amounts
        and Terms of Assignments.  Any Lender may assign to one or more
        Eligible Assignees all or any portion of its rights and obligations under
        this
        Agreement; provided that (a), except (1) in the case of an
        assignment of the entire remaining amount of the assigning Lender’s rights and
        obligations under this Agreement or (2) in the case of an assignment to a
        Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the
        aggregate amount of the Revolving Loan Exposure, Tranche A Term Loan
        Exposure, Tranche B Term Loan Exposure or Tranche C Term Loan Exposure
        of the assigning Lender and the assignee subject to each such assignment
        shall
        not be less than $2,000,000 with respect to the Revolving Loan Exposure or
        Tranche A Term Loan Exposure or $1,000,000 with respect to the Tranche B
        Term
        Loan Exposure or the Tranche C Term Loan Exposure (in each case aggregating
        concurrent assignments by or to two or more Affiliated Funds for purposes
        of
        determining such minimum amount), unless each of Administrative Agent and,
        with
        respect to the Revolving Loan Exposure only and so long as no Event of Default
        has occurred and is continuing, Company otherwise consents (each such consent
        not to be unreasonably withheld or delayed); provided, however,
        that no consent of Company shall be required in connection with the Primary
        Syndication, (b) each partial assignment shall be made as an assignment of
        a proportionate part of all the assigning Lender’s rights and obligations under
        this Agreement with respect to the Loans or the Commitments assigned, and
        any
        assignment of all or any portion of a Revolving Loan Commitment, Revolving
        Loans
        and Revolving Letter of Credit participations shall be made only as an
        assignment of the same proportionate part of the assigning Lender’s Revolving
        Loan Commitment, Revolving Loans and Revolving Letter of Credit participations,
        (c) the parties to each assignment shall (A) electronically execute and
        deliver to Administrative Agent an Assignment Agreement via an electronic
        settlement system acceptable to Administrative Agent or (B) manually execute
        and
        deliver to Administrative Agent an Assignment Agreement, together with a
        processing and recordation fee of $3,500 (unless the assignee is an Affiliate
        or
        an Approved Fund of the assignor or a Lender, in which case no fee shall
        be
        required, and provided that only one such processing and recordation fee
        shall be required in connection with concurrent assignments by or to two
        or more
        Affiliated Funds), at Administrative Agent’s discretion, and the Eligible
        Assignee, if it shall not already be a Lender, shall deliver to Administrative
        Agent information reasonably requested by Administrative Agent, including
        an
        administrative questionnaire and such forms, certificates or other evidence,
        if
        any, with respect to United States federal income tax withholding matters
        as the
        assignee under such Assignment Agreement may be required to deliver to
        Administrative Agent pursuant to subsection 2.7B(iv) and with respect to
        information requested under the Patriot Act, and (d) except in the case of
        an assignment to another Lender, an Affiliate of a Lender or an Approved
        Fund of
        a Lender, each of (1) Administrative Agent, (2) with respect to assignments
        of
        Revolving Loans and Revolving Loan Commitments, each Issuing Lender and each
        Swing Line Lender and (3) with respect to the Revolving Loan Exposure only
        and
        if no Event of Default has occurred and is continuing, Company, shall have
        consented thereto (which consents shall not be unreasonably withheld or
        delayed); provided, however, that no consent of Company shall be
        required in connection with the Primary Syndication.

       


      
        
          
          

        

        
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                            Upon
        acceptance and recording by Administrative Agent pursuant to clause (ii)
        below,
        from and after the effective date specified in such Assignment Agreement,
        (y) the assignee thereunder shall be a party hereto and, to the extent that
        rights and obligations hereunder have been assigned to it pursuant to such
        Assignment Agreement, shall have the rights and obligations of a Lender
        hereunder and shall be deemed to have made all of the agreements of a Lender
        contained in the Loan Documents arising out of or otherwise related to such
        rights and obligations and (z) the assigning Lender thereunder shall, to
        the extent that rights and obligations hereunder have been assigned by it
        pursuant to such Assignment Agreement, relinquish its rights (other than
        any
        rights which survive the termination of this Agreement under subsection 10.9B)
        and be released from its obligations under this Agreement (and, in the case
        of
        an Assignment Agreement covering all or the remaining portion of an assigning
        Lender’s rights and obligations under this Agreement, such Lender shall cease to
        be a party hereto; provided that, anything contained in any of the Loan
        Documents to the contrary notwithstanding, if such Lender is an Issuing Lender
        such Lender shall continue to have all rights and obligations of an Issuing
        Lender until the cancellation or expiration of any Letters of Credit issued
        by
        it and the reimbursement of any amounts drawn thereunder).  The
        assigning Lender shall, upon the effectiveness of such assignment or as promptly
        thereafter as practicable, surrender its Notes, if any, to Administrative
        Agent
        for cancellation, and thereupon new Notes shall, if so requested by the assignee
        and/or the assigning Lender in accordance with subsection 2.1E, be issued
        to the
        assignee and/or to the assigning Lender, substantially in the form of Exhibit
        V, Exhibit VI, Exhibit VII, or Exhibit VIII annexed
        hereto, as the case may be, with appropriate insertions, to reflect the amounts
        of the new Commitments and/or outstanding Revolving Loans and/or outstanding
        Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the
        case may be, of the assignee and/or the assigning Lender.  Other than
        as provided in subsection 2.1A(iv) and subsection 10.5, any assignment or
        transfer by a Lender of rights or obligations under this Agreement that does
        not
        comply with this subsection 10.1B shall be treated for purposes of this
        Agreement as a sale by such Lender of a participation in such rights and
        obligations in accordance with subsection 10.1C.

       

      (ii)  Acceptance
        by Administrative Agent; Recordation in Register.  Upon its
        receipt of an Assignment Agreement executed by an assigning Lender and an
        assignee representing that it is an Eligible Assignee, together with the
        processing and recordation fee referred to in subsection 10.1B(i) and any
        forms,
        certificates or other evidence with respect to United States federal income
        tax
        withholding matters that such assignee may be required to deliver to
        Administrative Agent pursuant to subsection 2.7B(iv), Administrative Agent
        shall, if Administrative Agent and Company have consented to the assignment
        evidenced thereby (in each case to the extent such consent is required pursuant
        to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing
        a counterpart thereof as provided therein (which acceptance shall evidence
        any
        required consent of Administrative Agent to such assignment), and
        (b) record the information contained therein in the Register.  No
        assignment shall be effective for purposes of this Agreement unless it has
        been
        recorded in the Register as provided in this clause (ii).

       


      
        
          
          

        

        
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      (iii)  Deemed
        Consent by Company.  If the consent of Company to an assignment or
        to an Eligible Assignee is required hereunder (including a consent to an
        assignment which does not meet the minimum assignment thresholds specified
        in
        subsection 10.1B(i)), Company shall be deemed to have given its consent five
        Business Days after the date notice thereof has been delivered by the assigning
        Lender (through Administrative Agent  or the electronic settlement
        system used in connection with any such assignment) unless such consent is
        expressly refused by Company prior to such fifth Business Day.

       

      (iv)  Special
        Purpose Funding Vehicles.  Notwithstanding anything to the
        contrary contained herein, any Lender (a “Granting Lender”) may
        grant to a special purpose funding vehicle (a “SPC”),
        identified as such in writing from time to time by the Granting Lender to
        Administrative Agent and Company, the option to provide to Company all or
        any
        part of any Loan that such Granting Lender would otherwise be obligated to
        make
        to Company pursuant to this Agreement; provided that (i) nothing
        herein shall constitute a commitment by any SPC to make any Loan, and
        (ii) if an SPC elects not to exercise such option or otherwise fails to
        provide all or any part of such Loan, the Granting Lender shall be obligated
        to
        make such Loan pursuant to the terms hereof.  The making of a Loan by
        an SPC hereunder shall utilize the Commitment of the Granting Lender to the
        same
        extent, and as if, such Loan were made by such Granting Lender.  Each
        party hereto hereby agrees that no SPC shall be liable for any indemnity
        or
        similar payment obligation under this Agreement (all liability for which
        shall
        remain with the Granting Lender).  In furtherance of the foregoing,
        each party hereto hereby agrees (which agreement shall survive the termination
        of this Agreement) that, prior to the date that is one year and one day after
        the payment in full of all outstanding commercial paper or other senior
        indebtedness of any SPC, it will not institute against, or join any other
        person
        in instituting against, such SPC any bankruptcy, reorganization, arrangement,
        insolvency or liquidation proceedings under the laws of the United States
        or any
        state thereof.  In addition, notwithstanding anything to the contrary
        contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but
        without the prior written consent of, Company and Administrative Agent and
        without paying any processing fee therefor, assign all or a portion of its
        interests in any Loans to the Granting Lender or to any financial institutions
        (consented to by Company and Administrative Agent) providing liquidity and/or
        credit support to or for the account of such SPC to support the funding or
        maintenance of Loans and (ii) disclose on a confidential basis any
        non-public information relating to its Loans to any rating agency, commercial
        paper dealer or provider of any surety, guarantee or credit or liquidity
        enhancement to such SPC.  This subsection 10.1B(iv) may not be amended
        without the written consent of the SPC.  Each Granting Lender shall,
        acting for this purpose as an agent of Company, maintain at one of its offices
        a
        register substantially similar to the Register for the recordation of the
        names
        and addresses of its assignees and the amount and terms of its assignments
        pursuant to this subsection 10.1(B)(iv) and no such assignment shall be
        effective until and unless it is recorded in such register.

       


      
        
          
          

        

        
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      C.  Participations.  Any
        Lender may, without the consent of, or notice to, Company or Administrative
        Agent, sell participations to one or more Persons (other than a natural Person
        or Company or any of its Affiliates) in all or a portion of such Lender’s rights
        and/or obligations under this Agreement; 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) Company, Administrative Agent and Lenders shall
        continue to deal solely and directly with such Lender in connection with
        such
        Lender’s rights and obligations under this Agreement.  Any agreement
        or instrument pursuant to which a Lender sells such a participation shall
        provide that such Lender shall retain the sole right to enforce this Agreement
        and to approve any amendment, modification or waiver of any provision of
        this
        Agreement; provided that such agreement or instrument may provide that
        such Lender will not, without the consent of the Participant, agree to any
        amendment, modification or waiver directly affecting (i) the extension of
        the regularly scheduled maturity of any portion of the principal amount of
        or
        interest on any Loan allocated to such participation or (ii) a reduction of
        the principal amount of or the rate of interest payable on any Loan allocated
        to
        such participation.  Subject to the further provisions of this
        subsection 10.1C, Company agrees that each Participant shall be entitled
        to the
        benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender
        and had acquired its interest by assignment pursuant to subsection
        10.1B.  To the extent permitted by law, each Participant also shall be
        entitled to the benefits of subsection 10.4 as though it were a Lender,
provided that such Participant agrees to be subject to subsection 10.5 as
        though it were a Lender.  A Participant shall not be entitled to
        receive any greater payment under subsections 2.6D and 2.7 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 Company’s prior written consent.  No
        Participant shall be entitled to the benefits of subsection 2.7 unless Company
        is notified of the participation sold to such Participant and such Participant
        agrees, for the benefit of Company, to comply with subsection 2.7B(iv) as
        though
        it were a Lender.

       

      D.  Pledges
        and Assignments.  Any Lender may at any time pledge or assign
        a security interest in all or any portion of its Loans, and the other
        Obligations owed to such Lender, to secure obligations of such Lender, including
        any pledge or assignment to secure obligations to any Federal Reserve Bank;
        provided that (i) no Lender shall be relieved of any of its
        obligations hereunder as a result of any such assignment or pledge and
        (ii) in no event shall any assignee or pledgee be considered to be a
“Lender” or be entitled to require the assigning Lender to take or omit to take
        any action hereunder.

       

      E.  Information.  Each
        Lender may furnish any information concerning Company and its Subsidiaries
        in
        the possession of that Lender from time to time to assignees and participants
        (including prospective assignees and participants), subject to subsection
        10.19.

       


      
        
          
          

        

        
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      F.  Agreements
        of Lenders.  Each Lender listed on the signature pages hereof
        hereby agrees, and each Lender that becomes a party thereto pursuant to an
        Assignment Agreement shall be deemed to agree (i) that it is an Eligible
        Assignee described in clause (ii) of the definition thereof; (ii) that it
        has
        experience and expertise in the making of or purchasing loans such as the
        Loans;
        and (iii) that it will make or purchase Loans for its own account in the
        ordinary course of its business and without a view to distribution of such
        Loans
        within the meaning of the Securities Act or the Exchange Act or other federal
        securities laws (it being understood that, subject to the provisions of this
        subsection 10.1, the disposition of such Loans or any interests therein shall
        at
        all times remain within its exclusive control).  Each Lender that
        becomes a party hereto pursuant to an Assignment Agreement shall be deemed
        to
        represent that such Assignment Agreement constitutes a legal, valid and binding
        obligation of such Lender, enforceable against such Lender in accordance
        with
        its terms, except as enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or other similar laws affecting
        creditors’ rights generally and by general principles of equity.

       

      
        	
                10.2  

              	
                Expenses.

              


      

       

      Whether
        or not the transactions contemplated hereby shall be consummated, Company
        agrees
        to pay promptly (i) all actual and reasonable costs and expenses of
        negotiation, preparation and execution of the Loan Documents and any consents,
        amendments, waivers or other modifications thereto; (ii) all costs and
        expenses of furnishing all opinions by counsel for Company required hereunder
        and of Company’s performance of and compliance with all agreements and
        conditions on its part to be performed or complied with under this Agreement
        and
        the other Loan Documents; (iii) all reasonable fees, expenses and
        disbursements of counsel to Administrative Agent (including allocated costs
        of
        internal counsel) in connection with the negotiation, preparation, execution
        and
        administration of the Loan Documents and any consents, amendments, waivers
        or
        other modifications thereto and any other documents or matters requested
        by
        Company; (iv) all the actual costs and reasonable expenses of creating and
        perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant
        to any Collateral Document, including filing and recording fees, expenses
        and
        taxes, stamp or documentary taxes, search fees, title insurance premiums,
        and
        reasonable fees, expenses and disbursements of counsel to Administrative
        Agent
        and of counsel providing any opinions required hereunder; (v) all actual
        costs and reasonable expenses incurred by Administrative Agent in connection
        with the custody or preservation of any of the Collateral; (vi) all actual
        costs and reasonable expenses incurred by Administrative Agent in connection
        with the syndication of the Commitments; (vii) all actual costs and reasonable
        expenses, including reasonable attorneys’ fees (including allocated costs of
        internal counsel) and fees, costs and expenses of accountants, advisors and
        consultants, incurred by Administrative Agent and its counsel relating to
        efforts to (a) evaluate or assess any Loan Party, its business or financial
        condition and (b) protect, evaluate, assess or dispose of any of the Collateral;
        and

       


      
        
          
          

        

        
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      (viii)
        all costs and expenses, including reasonable attorneys’ fees (including
        allocated costs of internal counsel), fees, costs and expenses of accountants,
        advisors and consultants and costs of settlement, incurred by Administrative
        Agent and Lenders in enforcing any Obligations of or in collecting any payments
        due from any Loan Party hereunder or under the other Loan Documents (including
        in connection with the sale of, collection from, or other realization upon
        any
        of the Collateral or the enforcement of the Loan Documents) or in connection
        with any refinancing or restructuring of the credit arrangements provided
        under
        this Agreement in the nature of a “work-out” or pursuant to any insolvency or
        bankruptcy proceedings.

       

      
        	
                10.3  

              	
                Indemnity.

              


      

       

      In
        addition to the payment of expenses pursuant to subsection 10.2, whether
        or not
        the transactions contemplated hereby shall be consummated, Company agrees
        to
        defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold
        harmless Agents and Lenders (including Issuing Lenders), and the officers,
        directors, trustees, employees, agents, advisors, attorneys and Affiliates
        of
        Agents and Lenders (collectively called the “Indemnitees”),
        from and against any and all Indemnified Liabilities (as hereinafter defined);
        provided that Company shall not have any obligation to any Indemnitee
        hereunder with respect to any Indemnified Liabilities to the extent such
        Indemnified Liabilities arise solely from the gross negligence, willful
        misconduct or breach of a contractual undertaking of that Indemnitee as
        determined by a final judgment of a court of competent
        jurisdiction.

       

      As
        used
        herein, “Indemnified Liabilities” means, collectively, any and
        all liabilities, obligations, losses, damages (including natural resource
        damages), penalties, actions, judgments, suits, claims (including Environmental
        Claims), costs (including the costs of any investigation, study, sampling,
        testing, abatement, cleanup, removal, remediation or other response action
        necessary to remove, remediate, clean up or abate any Hazardous Materials
        Activity), expenses and disbursements of any kind or nature whatsoever
        (including the reasonable fees and disbursements of counsel for Indemnitees
        (including allocated costs of internal counsel) in connection with any
        investigative, administrative or judicial proceeding commenced or threatened
        by
        any Person, whether or not any such Indemnitee shall be designated as a party
        or
        a potential party thereto, and any fees or expenses incurred by Indemnitees
        in
        enforcing this indemnity), whether direct, indirect or consequential and
        whether
        based on any federal, state or foreign laws, statutes, rules or regulations
        (including securities and commercial laws, statutes, rules or regulations
        and
        Environmental Laws), on common law or equitable cause or on contract or
        otherwise, that may be imposed on, incurred by, or asserted against any such
        Indemnitee, in any manner relating to or arising out of (i) this Agreement,
        the
        other Loan Documents or the Related Agreements or the transactions contemplated
        hereby or thereby (including Lenders’ agreement to make the Loans hereunder or
        the use or intended use of the proceeds thereof or the issuance
        of  Letters of Credit hereunder or the use or intended use of any
        thereof, the failure of an Issuing Lender to honor a drawing under a Letter
        of
        Credit as a result of any act or omission, whether rightful or wrongful,
        of any
        present or future de jure or de facto Government Authority, or any enforcement
        of any of the Loan Documents (including any sale of, collection from, or
        other
        realization upon any of the Collateral or the enforcement of the Subsidiary
        Guaranty)),

       


      
        
          
          

        

        
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      (ii)
        the
        statements contained in the commitment letter delivered by any Lender to
        Company
        with respect thereto, or (iii) any Environmental Claim or any Hazardous
        Materials Activity relating to or arising from, directly or indirectly, any
        past
        or present activity, operation, land ownership, or practice of Company or
        any of
        its Subsidiaries.

       

      To
        the
        extent that the undertakings to defend, indemnify, pay and hold harmless
        set
        forth in this subsection 10.3 may be unenforceable in whole or in part because
        they are violative of any law or public policy, Company shall contribute
        the
        maximum portion that it is permitted to pay and satisfy under applicable
        law to
        the payment and satisfaction of all Indemnified Liabilities incurred by
        Indemnitees or any of them.

       

      Promptly
        after receipt by an Indemnitee of notice of the commencement of any action,
        such
        Indemnitee shall use reasonable efforts to notify Company of the commencement
        of
        such action.

       

      
        	
                10.4  

              	
                Set-Off.

              


      

       

      In
        addition to any rights now or hereafter granted under applicable law and
        not by
        way of limitation of any such rights, upon the occurrence and during the
        continuation of any Event of Default each of Lenders and their Affiliates
        is
        hereby authorized by Company at any time or from time to time, without notice
        to
        Company or to any other Person, any such notice being hereby expressly waived,
        to set off and to appropriate and to apply any and all deposits (general
        or
        special, time or demand, provisional or final, including Indebtedness evidenced
        by certificates of deposit, whether matured or unmatured, but not including
        trust accounts) and any other Indebtedness at any time held or owing by that
        Lender or any Affiliate of that Lender to or for the credit or the account
        of
        Company and each other Loan Party against and on account of the Obligations
        of
        Company or any other Loan Party to that Lender (or any Affiliate of that
        Lender)
        or to any other Lender (or any Affiliate of any other Lender) under this
        Agreement, the Letters of Credit and participations therein and the other
        Loan
        Documents, including all claims of any nature or description arising out
        of or
        connected with this Agreement, the Letters of Credit and participations therein
        or any other Loan Document, irrespective of whether or not (i) that Lender
        shall
        have made any demand hereunder or (ii) the principal of or the interest on
        the
        Loans or any amounts in respect of the Letters of Credit or any other amounts
        due hereunder shall have become due and payable pursuant to Section 8 and
        although said obligations and liabilities, or any of them, may be contingent
        or
        unmatured.

       


      
        
          
          

        

        
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                10.5  

              	
                Ratable
                  Sharing.

              


      

       

      Lenders
        hereby agree among themselves that if any of them shall, whether by voluntary
        or
        mandatory payment (other than a payment or prepayment of Loans made and applied
        in accordance with the terms of this Agreement), by realization upon security,
        through the exercise of any right of set-off or banker’s lien, by counterclaim
        or cross action or by the enforcement of any right under the Loan Documents
        or
        otherwise, or as adequate protection of a deposit treated as cash collateral
        under the Bankruptcy Code, receive payment or reduction of a proportion of
        the
        aggregate amount of principal, interest, amounts payable in respect of Letters
        of Credit, fees and other amounts then due and owing to that Lender hereunder
        or
        under the other Loan Documents (collectively, the “Aggregate Amounts
        Due” to such Lender) that is greater than the proportion received by
        any other Lender in respect of the Aggregate Amounts Due to such other Lender,
        then the Lender receiving such proportionately greater payment shall, unless
        such proportionately greater payment is required by the terms of this Agreement
        (i) notify Administrative Agent and each other Lender of the receipt of
        such payment and (ii) apply a portion of such payment to purchase
        assignments (which it shall be deemed to have purchased from each seller
        of an
        assignment simultaneously upon the receipt by such seller of its portion
        of such
        payment) of the Aggregate Amounts Due to the other Lenders so that all such
        recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
        to the Aggregate Amounts Due to them; provided that (A) if all or
        part of such proportionately greater payment received by such purchasing
        Lender
        is thereafter recovered from such Lender upon the bankruptcy or reorganization
        of Company or otherwise, those purchases shall be rescinded and the purchase
        prices paid for such assignments shall be returned to such purchasing Lender
        ratably to the extent of such recovery, but without interest and (B) the
        foregoing provisions shall not apply to (1) any payment made by Company
        pursuant to and in accordance with the express terms of this Agreement or
        (2) any payment obtained by a Lender as consideration for the assignment
        (other than an assignment pursuant to this subsection 10.5) of or the sale
        of a
        participation in any of its Obligations to any Eligible Assignee or Participant
        pursuant to subsections 10.1B and 10.1C.  Company expressly consents
        to the foregoing arrangement and agrees that any purchaser of an assignment
        so
        purchased may exercise any and all rights of a Lender as to such assignment
        as
        fully as if that Lender had complied with the provisions of subsection 10.1B
        with respect to such assignment.  In order to further evidence such
        assignment (and without prejudice to the effectiveness of the assignment
        provisions set forth above), each purchasing Lender and each selling Lender
        agree to enter into an Assignment Agreement at the request of a selling Lender
        or a purchasing Lender, as the case may be, in form and substance reasonably
        satisfactory to each such Lender.

       


      
        
          
          

        

        
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                10.6  

              	
                Amendments
                  and Waivers.

              


      

       

      No
        amendment, modification, termination or waiver of any provision of this
        Agreement or of the Notes, and no consent to any departure by Company therefrom,
        shall in any event be effective without the written concurrence of Requisite
        Lenders; provided that no such amendment, modification, termination,
        waiver or consent shall, without the written consent of:

       

      (a)  each
        Lender with Obligations directly affected (whose consent shall be sufficient
        for
        any such amendment, modification, termination or waiver without the consent
        of
        Requisite Lenders) (1) reduce the principal amount of any Loan, (2) postpone
        the
        scheduled final maturity date of any Loan (including by extension of the
        Term
        Loan Commitments), or postpone the date or reduce the amount of any scheduled
        payment (but not prepayment) of principal of any Loan, (3) postpone the date
        on
        which any interest or any fees are payable, (4) decrease the interest rate
        borne
        by any Loan (other than any waiver of any increase in the interest rate
        applicable to any of the Loans pursuant to subsection 2.2E) or the amount
        of any
        fees payable hereunder (other than any waiver of any increase in the fees
        applicable to Revolving Letters of Credit pursuant to subsection 3.2 following
        an Event of Default), (5) reduce the amount or postpone the due date of any
        amount payable in respect of any Letter of Credit, (6) extend the expiration
        date of any Revolving Letter of Credit beyond the Revolving Loan Commitment
        Termination Date, (7) extend the Revolving Loan Commitment Termination Date,
        or
        (8) change in any manner the obligations of Revolving Lenders relating to
        the
        purchase of participations in Revolving Letters of Credit;

       

      (b)  each
        Lender, (1) change in any manner the definition of “Class” or the
        definition of “Pro Rata Share” or the definition of “Requisite Class Lenders” or
        the definition of “Requisite Lenders” (except for any changes resulting solely
        from an increase in the aggregate amount of the Term Loan Commitments pursuant
        to subsection 2.1A(v) or approved by Requisite Lenders), (2) change in any
        manner any provision of this Agreement that, by its terms, expressly requires
        the approval or concurrence of all Lenders, (3) increase the maximum
        duration of Interest Periods permitted hereunder, (4) release any Lien granted
        in favor of Administrative Agent with respect to all or substantially all
        of the
        Collateral or release any Subsidiary Guarantor from its obligations under
        the
        Subsidiary Guaranty, in each case other than in accordance with the terms
        of the
        Loan Documents, (5) change in any manner or waive the provisions contained
        in
        subsection 2.4D, subsection 8.1, subsection 10.5 or this subsection 10.6,
        or (6)
        change in any manner the provisions in subsections 2.1C and 2.4C(iii) relating
        to the apportionment of payments and disbursements by and to Lenders in
        accordance with their Pro Rata Shares;

       

      (c)  each
        Swap
        Counterparty, change the provisions contained in subsection 2.4D in a manner
        adverse to any Swap Counterparty with outstanding obligations under any Hedge
        Agreement between a Loan Party and such Swap Counterparty.

       


      
        
          
          

        

        
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      In
        addition, no amendment, modification, termination or waiver of any provision
        (i)
        of any Note shall be effective without the written concurrence of the Lender
        which is the holder of that Note, (ii) of subsection 2.1A(iv) or of any other
        provision of this Agreement relating to the Swing Line Loan Commitment or
        the
        Swing Line Loans shall be effective without the written concurrence of all
        Swing
        Line Lenders, (iii) of Section 3 shall be effective without the written
        concurrence of Administrative Agent and, with respect to the purchase of
        participations in Letters of Credit, without the written concurrence of each
        Issuing Lender that has issued an outstanding Letter of Credit or has not
        been
        reimbursed for a payment under a Letter of Credit, (iv) of Section 9 or of
        any other provision of this Agreement which, by its terms, expressly requires
        the approval or concurrence of Administrative Agent shall be effective without
        the written concurrence of Administrative Agent, (v) of subsection 2.4 that
        has the effect of changing any voluntary or mandatory prepayments, or Commitment
        reductions applicable to a Class in a manner that disproportionately
        disadvantages such Class relative to any other Class shall be effective without
        the written concurrence of Requisite Class Lenders of such affected Class
        (it
        being understood and agreed that any amendment, modification, termination
        or
        waiver of any such provision which only postpones or reduces any interim
        scheduled payment, voluntary or mandatory prepayment, or Commitment reduction
        from those set forth in subsection 2.4 with respect to one Class but not
        any
        other Class shall be deemed to disproportionately disadvantage such one Class
        but not to disproportionately disadvantage any such other Class for purposes
        of
        this clause (v)); and (vi) that increases the amount of a Commitment of a
        Lender
        shall be effective without the consent of such Lender (it being understood
        and
        agreed that a waiver of a condition precedent set forth in Section 4 or of
        any
        Potential Event of Default or Event of Default is not considered an increase
        or
        extension in Commitments of any Lender); and (vii) that increases the maximum
        amount of Letters of Credit shall be effective without the consent of Revolving
        Lenders constituting Requisite Class Lenders.

       

      Administrative
        Agent may, but shall have no obligation to, with the concurrence of any Lender,
        execute amendments, modifications, waivers or consents on behalf of that
        Lender.  Any waiver or consent shall be effective only in the specific
        instance and for the specific purpose for which it was given.  No
        notice to or demand on Company in any case shall entitle Company to any other
        or
        further notice or demand in similar or other circumstances.  Any
        amendment, modification, termination, waiver or consent effected in accordance
        with this subsection 10.6 shall be binding upon each Lender at the time
        outstanding, each future Lender and, if signed by Company, on
        Company.

       

      
        	
                10.7  

              	
                Independence
                  of Covenants.

              


      

       

      All
        covenants hereunder shall be given independent effect so that if a particular
        action or condition is not permitted by any of such covenants, the fact that
        it
        would be permitted by an exception to, or would otherwise be within the
        limitations of, another covenant shall not avoid the occurrence of an Event
        of
        Default or Potential Event of Default if such action is taken or condition
        exists.

       


      
        
          
          

        

        
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                10.8  

              	
                Notices;
                  Effectiveness of
                  Signatures.

              


      

       

      Unless
        otherwise specifically provided herein, any notice or other communication
        herein
        required or permitted to be given shall be in writing and may be personally
        served, or sent by telefacsimile or United States mail or courier service
        and
        shall be deemed to have been given when delivered in person or by courier
        service, upon receipt of telefacsimile in complete and legible form, or three
        Business Days after depositing it in the United States mail with postage
        prepaid
        and properly addressed; provided that notices to Administrative Agent,
        any Swing Line Lender and any Issuing Lender shall not be effective until
        received.  For the purposes hereof, the address of each party hereto
        shall be as set forth under such party’s name on the signature pages hereof or
        (i) as to Company and Administrative Agent, such other address as shall be
        designated by such Person in a written notice delivered to the other parties
        hereto and (ii) as to each other party, such other address as shall be
        designated by such party in a written notice delivered to Administrative
        Agent.  Electronic mail and Internet and intranet websites may be used
        to distribute routine communications, such as financial statements and other
        information as provided in subsection 6.1.  Administrative Agent or
        Company may, in its discretion, agree to accept notices and other communications
        to it hereunder by electronic communications pursuant to procedures approved
        by
        it, provided that approval of such procedures may be limited to
        particular notices or communications.  Loan Documents and notices
        under the Loan Documents may be transmitted and/or signed by telefacsimile
        and
        by signatures delivered in ‘PDF’ format by electronic mail; provided,
however, that no signature with respect to any notice, request,
        agreement, waiver, amendment or other document that is intended to have binding
        effect may be sent by electronic mail.

       

      The
        effectiveness of any such documents and signatures shall, subject to applicable
        law, have the same force and effect as an original copy with manual signatures
        and shall be binding on all Loan Parties, Agents and
        Lenders.  Administrative Agent may also require that any such
        documents and signature be confirmed by a manually-signed copy thereof;
provided, however, that the failure to request or deliver any such
        manually-signed copy shall not affect the effectiveness of any facsimile
        document or signature.

       


      
        
          
          

        

        
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      Notwithstanding
        the foregoing, Company agrees that Administrative Agent may make any material
        delivered by Company to Administrative Agent, as well as any amendments,
        waivers, consents and other written information, documents, instruments and
        other materials relating to Company, any of their respective Subsidiaries,
        or
        any other materials or matters relating to the Loan Documents or any of the
        transactions contemplated hereby that Administrative Agent is required or
        authorized pursuant to the terms hereof or of any Loan Document to provide
        to
        Lenders (collectively, the “Communications”) available to
        Lenders by posting such notices on a Platform; provided, however,
        that any Communications that Company deems to contain material non-public
        information and are identified in writing to Administrative Agent as such
        may
        also be designated in writing by Company as unauthorized for posting on a
        Platform and Administrative Agent will not so post such
        Communications.  Company acknowledges that (a) the distribution of
        material through an electronic medium is not necessarily secure and that
        there
        are confidentiality and other risks associated with such distribution, (b)
        a
        Platform is provided “as is” and “as available” and (c) neither Administrative
        Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness,
        sufficiency, or sequencing of the Communications posted on a
        Platform.  Administrative Agent and its Affiliates expressly disclaim
        with respect to a Platform any liability for errors in transmission, incorrect
        or incomplete downloading, delays in posting or delivery, or problems accessing
        the Communications posted on such Platform and any liability for any losses,
        costs, expenses or liabilities that may be suffered or incurred in connection
        with such Platform.  No warranty of any kind, express, implied or
        statutory, including any warranty of merchantability, fitness for a particular
        purpose, non-infringement of third party rights or freedom from viruses or
        other
        code defects, is made by Administrative Agent or any of its Affiliates in
        connection with any Platform.

       

      Each
        Lender agrees that notice to it (as provided in the next sentence) specifying
        that any Communication has been posted to a Platform shall for purposes of
        this
        Agreement constitute effective delivery to such Lender of such information,
        documents or other materials comprising such Communication.  Each
        Lender agrees (1) to notify, on or before the date such Lender becomes a
        party
        to this Agreement, Administrative Agent in writing of such Lender’s e-mail
        address to which a notice may be sent (and from time to time thereafter to
        ensure that Administrative Agent has on record an effective e-mail address
        for
        such Lender) and (2) that any notice may be sent to such e-mail
        address.

       

      
        	
                10.9  

              	
                Survival
                  of Representations, Warranties and
                  Agreements.

              


      

       

      A.  All
        representations, warranties and agreements made herein shall survive the
        execution and delivery of this Agreement and the making of the Loans and
        the
        issuance of the  Letters of Credit hereunder.

       

      B.  Notwithstanding
        anything in this Agreement or implied by law to the contrary, the agreements
        of
        Company set forth in subsections 2.6D, 2.7, 10.2, 10.3, 10.4, 10.17 and 10.18
        and the agreements of Lenders set forth in subsections 9.2C, 9.4, 10.5 and
        10.18
        shall survive the payment of the Loans, the cancellation or expiration of
        the
        Letters of Credit and the reimbursement of any amounts drawn thereunder,
        and the
        termination of this Agreement.

       


      
        
          
          

        

        
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                10.10  

              	
                Failure
                  or Indulgence Not Waiver; Remedies
                  Cumulative.

              


      

       

      No
        failure or delay on the part of an Agent or any Lender in the exercise of
        any
        power, right or privilege hereunder or under any other Loan Document shall
        impair such power, right or privilege or be construed to be a waiver of any
        default or acquiescence therein, nor shall any single or partial exercise
        of any
        such power, right or privilege preclude other or further exercise thereof
        or of
        any other power, right or privilege.  All rights and remedies existing
        under this Agreement and the other Loan Documents are cumulative to, and
        not
        exclusive of, any rights or remedies otherwise available.

       

      
        	
                10.11  

              	
                Marshalling;
                  Payments Set Aside.

              


      

       

      Neither
        any Agent nor any Lender shall be under any obligation to marshal any assets
        in
        favor of Company or any other party or against or in payment of any or all
        of
        the Obligations.  To the extent that Company makes a payment or
        payments to Administrative Agent or Lenders (or to Administrative Agent for
        the
        benefit of Lenders), or Agents or Lenders enforce any security interests
        or
        exercise their rights of setoff, and such payment or payments or the proceeds
        of
        such enforcement or setoff or any part thereof are subsequently invalidated,
        declared to be fraudulent or preferential, set aside and/or required to be
        repaid to a trustee, receiver or any other party under any bankruptcy law,
        any
        other state or federal law, common law or any equitable cause, then, to the
        extent of such recovery, the obligation or part thereof originally intended
        to
        be satisfied, and all Liens, rights and remedies therefor or related thereto,
        shall be revived and continued in full force and effect as if such payment
        or
        payments had not been made or such enforcement or setoff had not
        occurred.

       

      
        	
                10.12  

              	
                Severability.

              


      

       

      In
        case
        any provision in or obligation under this Agreement or the Notes shall be
        invalid, illegal or unenforceable in any jurisdiction, the validity, legality
        and enforceability of the remaining provisions or obligations, or of such
        provision or obligation in any other jurisdiction, shall not in any way be
        affected or impaired thereby.

       

      
        	
                10.13  

              	
                Obligations
                  Several; Independent Nature of Lenders’ Rights; Damage
                  Waiver.

              


      

       

      The
        obligations of Lenders hereunder are several and no Lender shall be responsible
        for the obligations or Commitments of any other Lender
        hereunder.  Nothing contained herein or in any other Loan Document,
        and no action taken by Lenders pursuant hereto or thereto, shall be deemed
        to
        constitute Lenders, or Lenders and Company, as a partnership, an association,
        a
        Joint Venture or any other kind of entity. The amounts payable at any time
        hereunder to each Lender shall be a separate and independent debt, and, subject
        to subsection 9.6, each Lender shall be entitled to protect and enforce its
        rights arising out of this Agreement and it shall not be necessary for any
        other
        Lender to be joined as an additional party in any proceeding for such
        purpose.

       


      
        
          
          

        

        
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      To
        the
        extent permitted by law, (i) Company shall not assert, and hereby waives,
        any
        claim against any Indemnitee, on any theory of liability, for special, indirect,
        consequential or punitive damages (as opposed to direct or actual damages)
        and
        (ii) except as expressly set forth in this Agreement, each Agent and Lender
        shall not assert, and hereby waives, any claim against Company, any of its
        Subsidiaries and their respective officers, directors, employees, agents
        and
        Affiliates, on any theory of liability, for special, indirect, consequential
        or
        punitive damages (as opposed to direct or actual damages), in each case arising
        out of, in connection with or as a result of this Agreement (including
        subsection 2.1C), any other Loan Document, any transaction contemplated by
        the
        Loan Documents, any Loan or the use of proceeds thereof.  No
        Indemnitee shall be liable for any damages arising from the use by unintended
        recipients of any information or other materials distributed by it through
        telecommunications, electronic or other information transmission systems
        in
        connection with the Loan Documents or the transactions contemplated
        thereby.

       

      
        	
                10.14  

              	
                Release
                  of Security Interest or
                  Guaranty.

              


      

       

      A.  Upon
        the
        proposed sale or other disposition of any Collateral to any Person (other
        than
        an Affiliate of Company) that is permitted by this Agreement or to which
        Requisite Lenders have otherwise consented, or the sale or other disposition
        of
        all of the Capital Stock of a Subsidiary Guarantor to any Person (other than
        an
        Affiliate of Company) pursuant to a sale or other dispositions that is permitted
        hereunder or to which Requisite Lenders have otherwise consented or in the
        event
        Company provides written notice to Administrative Agent that any Subsidiary
        Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary
        required to execute the Subsidiary Guaranty, for which a Loan Party desires
        to
        obtain a security interest release or a release of the Subsidiary Guaranty
        from
        Administrative Agent, such Loan Party shall deliver an Officer’s Certificate (i)
        stating that the Capital Stock subject to such disposition is being sold
        or
        otherwise disposed of in compliance with the terms hereof or (ii) stating
        that
        such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or
        a
        Domestic Subsidiary required to execute the Subsidiary Guaranty.  Upon
        the receipt of such Officer’s Certificate, Administrative Agent shall, at such
        Loan Party’s expense, so long as Administrative Agent has no reason to believe
        that the facts stated in such Officer’s Certificate are not true and correct,
        execute and deliver such releases of its security interest in such Capital
        Stock
        or such Subsidiary Guaranty, as may be reasonably requested by such Loan
        Party.

       

      B.  In
        the
        event that, at any time, the Company Debt Rating is higher than Ba2 from
        Moody’s
        and higher than BB from S&P, Administrative Agent shall, at Company’s
        expense, execute and deliver such releases of its security interest in all
        Collateral, other than the Pledged Collateral in respect of any Capital Stock
        of
        any Subsidiary Guarantor, as may be reasonably requested by such Loan
        Party.  Notwithstanding any such release, Company shall comply with
        the provisions of subsection 6.7 with respect to any Collateral Pledge Period
        that occurs following such release.

       


      
        
          
          

        

        
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                10.15  

              	
                Applicable
                  Law.

              


      

       

      THIS
        AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET
        FORTH
        IN ANY SUCH LOAN DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
        ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
        (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
        NEW
        YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
        APPLICATION OF ANOTHER LAW.

       

      
        	
                10.16  

              	
                Construction
                  of Agreement; Nature of
                  Relationship.

              


      

       

      Each
        of
        the parties hereto acknowledges that (i) it has been represented by counsel
        in
        the negotiation and documentation of the terms of this Agreement, (ii) it
        has
        had full and fair opportunity to review and revise the terms of this Agreement,
        (iii) this Agreement has been drafted jointly by all of the parties hereto,
        and
        (iv) neither Administrative Agent nor any Lender or other Agent has any
        fiduciary relationship with or duty to Company arising out of or in connection
        with this Agreement or any of the other Loan Documents, and the relationship
        between Administrative Agent, the other Agents and Lenders, on one hand,
        and
        Company, on the other hand, in connection herewith or therewith is solely
        that
        of debtor and creditor.  Accordingly, each of the parties hereto
        acknowledges and agrees that the terms of this Agreement shall not be construed
        against or in favor of another party.

       

      
        	
                10.17  

              	
                Consent
                  to Jurisdiction and Service of
                  Process.

              


      

       

      ALL
        JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO
        THIS
        AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS HEREUNDER AND
        THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
        JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
        AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH
        ITS
        PROPERTIES, IRREVOCABLY

       

      (I)           ACCEPTS
        GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
        SUCH
        COURTS;

       

      (II)           WAIVES
        ANY DEFENSE OF FORUM NON CONVENIENS;

       

      (III)           AGREES
        THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY
        BE MADE
        BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT
        ITS
        ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;

       


      
        
          
          

        

        
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      (IV)           AGREES
        THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
        JURISDICTION OVER COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
        OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
        RESPECT;

       

      (V)           AGREES
        THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
        BY
        LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN THE COURTS OF ANY OTHER
        JURISDICTION; AND

       

      (VI)           AGREES
        THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO JURISDICTION AND
        VENUE
        SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER
        NEW
        YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

       

      
        	
                10.18  

              	
                Waiver
                  of Jury Trial.

              


      

       

      EACH
        OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
        TO
        A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
        THIS
        AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM
        RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
        RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS
        WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
        BE
        FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
        INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER
        COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT
        THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
        THAT
        EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND
        THAT
        EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
        DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT
        HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
        VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
        COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
        MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
        SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF THE
        PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
        RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
        LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
        MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
        FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

       


      
        
          
          

        

        
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                10.19  

              	
                Confidentiality.

              


      

       

      Each
        Lender shall hold all non-public information obtained pursuant to the
        requirements of this Agreement that has been identified in writing as
        confidential by Company in accordance with such Lender’s customary procedures
        for handling confidential information of this nature, it being understood
        and
        agreed by Company that in any event a Lender may make disclosures (a) to
        its and its Affiliates’ directors, officers, employees and agents, including
        accountants, legal counsel and other advisors (it being understood that the
        Persons to whom such disclosure is made will be informed of the confidential
        nature of such information and instructed to keep such information
        confidential), (b) to the extent requested by any Government Authority,
        (c) to the extent required by applicable laws or regulations or by any
        subpoena or similar legal process, (d) to any other party to this
        Agreement, (e) in connection with the exercise of any remedies hereunder or
        any suit, action or proceeding relating to this Agreement or the enforcement
        of
        rights hereunder, (f) subject to an agreement containing provisions
        substantially the same as those of this subsection 10.19, to (i) any
        Eligible Assignee of or Participant in, or any prospective Eligible Assignee
        of
        or Participant in, any of its rights or obligations under this Agreement
        or
        (ii) any direct or indirect contractual counterparty or prospective
        counterparty (or such contractual counterparty’s or prospective counterparty’s
        professional advisor) to any credit derivative transaction relating to
        obligations of Company, (g) with the written consent of Company,
        (h) to the extent such information (i) becomes publicly available
        other than as a result of a breach of this subsection 10.19 or (ii) becomes
        available to Administrative Agent or any Lender on a nonconfidential basis
        from
        a source other than Company, so long as Administrative Agent or such Lender
        had
        no knowledge that such other source provided such information in violation
        of
        any confidentiality agreement with Company or (i) to the National
        Association of Insurance Commissioners or any other similar organization
        or any
        nationally recognized rating agency that requires access to information about
        a
        Lender’s or its Affiliates’ investment portfolio in connection with ratings
        issued with respect to such Lender or its Affiliates and that no written
        or oral
        communications from counsel to an Agent and no information that is or is
        designated as privileged or as attorney work product may be disclosed to
        any
        Person unless such Person is a Lender or a Participant hereunder;
provided that, unless specifically prohibited by applicable law or court
        order, each Lender shall notify Company of any request by any Government
        Authority or representative thereof (other than any such request in connection
        with any examination of the financial condition or other routine examination
        of
        such Lender by such Government Authority) for disclosure of any such non-public
        information prior to disclosure of such information; and
providedfurther, that in no event shall any Lender be obligated or
        required to return any materials furnished by Company or any of its
        Subsidiaries.  In addition, Administrative Agent and Lenders may
        disclose the existence of this Agreement and information about this Agreement
        to
        market data collectors, similar service providers to the lending industry,
        and
        service providers to Administrative Agent and Lenders, and Administrative
        Agent
        or any of its Affiliates may place customary “tombstone” advertisements relating
        hereto in publications (including publications circulated in electronic form)
        of
        its choice at its own expense.

       


      
        
          
          

        

        
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      Agents
        and Lenders acknowledge that Company and its Subsidiaries perform classified
        contracts funded by or for the benefit of the United States Government and,
        accordingly, neither Company nor any Subsidiary will be obligated to release,
        disclose or otherwise make available any classified or special nuclear material
        to any parties not in possession of a valid security clearance and authorized
        by
        the appropriate agency of the United States Government to receive such
        material.  Agents and Lenders agree that in connection with any
        exercise of a right or remedy the United States Government may remove classified
        information or government-issued property prior to any remedial action
        implicating such classified information or government-issued
        property.  Upon notice from Company, Agents and Lenders shall take
        such steps in accordance with this Agreement as may reasonably be requested
        by
        Company to enable Company or any Subsidiary thereof to comply with the Foreign
        Ownership Control or Influence requirements of the United States Government
        imposed from time to time.

       

      
        	
                10.20  

              	
                Counterparts;
                  Effectiveness.

              


      

       

      This
        Agreement and any amendments, waivers, consents or supplements hereto or
        in
        connection herewith may be executed in any number of counterparts and by
        different parties hereto in separate counterparts, each of which when so
        executed and delivered shall be deemed an original, but all such counterparts
        together shall constitute but one and the same instrument; signature pages
        may
        be detached from multiple separate counterparts and attached to a single
        counterpart so that all signature pages are physically attached to the same
        document.  This Agreement shall become effective upon the execution of
        a counterpart hereof by each of the parties hereto.

       

      
        	
                10.21  

              	
                USA
                  Patriot Act.

              


      

       

      Each
        Lender hereby notifies Company that pursuant to the requirements of
        the  Patriot Act , it is required to obtain, verify and record
        information that identifies Loan Parties, which information includes the
        name
        and address of each Loan Party and other information that will allow such
        Lender
        to identify such Loan Party in accordance with the Patriot Act.

       


      
        
          
          

        

        
          163

          
            

          

        

        
          
          

        

      


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

       

      
        	 	URS
                CORPORATION	 
	 	 	 	 
	
              	
                By:
                  

              	/s/ H.
                Thomas Hicks	 
	 	 	Name: H.
                Thomas
                Hicks	 
	 	 	Title:  
Vice
                President
                and Chief Financial Officer	 
	 	 	                                  	 
	 	 	 Notice
                Address:	 
	 	 	 600
                Montgomery Street	 
	 	 	 26th
                Floor	 
	 	 	 San
                Francisco, CA 94111-2728	 

                                  


      


      



      
        
                

                        

          

          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


       LENDERS:

      MORGAN
        STANLEY SENIOR FUNDING, INC.,

      as
        Joint-Lead Arranger and Syndication Agent

       

      /s/Jaap
        Tonckens                                                                

      Name: Jaap
        Tonckens

      Title:    Vice
        President

      


      Notice
        Address:

      New
        York,
        New York 10043

      


       

      


       

      Payment
        Instructions:

       

      ABA
        #  021 000
        089                                           

      For
        Acct: Morgan Stanley Senior Funding, Inc.,

      Ref:  URS
        Account # 

      


       

      


       

      


      



      
        
                

                        

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

      Individually
        and as Joint-Lead Arranger and Administrative Agent

       

      /s/
        Abraham B Muntz

      Name:
        Abraham B Muntz

      Title:
        Executive Vice President

      


       

      Notice
        Address: 201 Third St, 8th Floor

      San
        Francisco, CA 94103

      


       

      


      Attention:

      


      Telefacsimile:

       

      Payment
        Instructions:

       

      WELLS
        FARGO BANK,

      NATIONAL
        ASSOCIATION

      San
        Francisco, CA

      ABA
        #1210-00248

      For
        Acct.:  

      Ref:  URS
        Corporation

       

      


       

      


      


      


      


      


      



      
        
                

                        

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      Morgan
        Stanley Bank, as Lender

      /s/
        Jaap Tonckens

      Name:
        Jaap Tonckens

      Title:
        Vice President

      


      Bank
        of America, N.A., as Lender

      /s/
        Robert W. Troutman

      Name:
        Robert W. Troutman

      Title:
        Managing Director

      


      The
        Royal Bank of Scotland, plc., as a Lender

      /s/
        L.
        Peter Yetman

      Name:
        L.
        Peter Yetman

      Title:
        Senior Vice President

      


      BNP
        Paribas, as a Lender

      /s/
        Katherine Wolfe

      Name:
        Katherine Wolfe

      Title:
        Managing Director

      


      /s/
        Sandy Bertram

      Name:
        Sandy Bertram

      Title:
        Vice President

      


      HSBC
        Bank USA, N.A., as a Lender

      /s/
        David C. Hants

      Name:
        David C. Hants

      Title:
        Senior Vice President and Commercial Executive

      


      LaSalle Bank,
        National Association, as a Lender

      /s/
        George Linhart

      Name:
        George Linhart

      Title:
        Senior Vice President


      
        
                

                    
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Commerzbank
        A.G., New York and Grand Cayman Branches, as a Lender

      /s/
        Yangling J. Si

      Name:
        Yangling J. Si

      Title:
        Vice President

      


      /s/
        Mathew Havens

      Name:
        Mathew Havens

      Title:
        Assistant Treasurer

      


      Wachovia
        Bank, N.A., as a Lender,

      /s/
        Sonja Sevcik

      Name:
        Sonja Sevcik

      Title:
        Vice President

      


      Fortis
        Capital Corp., as a Lender,

      /s/
        Timothy Streb

      Name:
        Timothy Streb

      Title:
        Managing Director

      


      /s/
        Justin Mauch

      Name:
        Justin Mauch

      Title:
        Assistant Vice President

      


      Mizuho
        Corporate Bank, as a Lender

      /s/
        Bertram H. Tang

      Name:
        Bertram H. Tang

      Title:
        Authorized Signer

      


      Union
        Bank of California, N.A., as a Lender

      /s/
        David M. Jackson

      Name:
        David M. Jackson

      Title:
        Vice President

      


      Sumitomo
        Mitsui Banking Corp., as a Lender,

      /s/
        Yoshihiro Hyakutome

      Name:
        Yoshihiro Hyakutome

      Title:
        General Manager

      


      The
        Bank of Nova Scotia, as a Lender,

      /s/
        John Quick

      Name:
        John Quick

      Title:
        Managing Director


      
        
                

                       
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      SCOTIABANC
        Inc., as a Lender

      /s/
        J.F. Todd

      Name:
        J.F. Todd

      Title:
        Managing Director

      


      U.S.
        Bank National Association, as a Lender,

      /s/
        Conan Schleicher

      Name:
        Conan Schleicher

      Title:
        Vice President

      


      BARCLAYS
        BANK PLC, as a Lender

      /s/
        Ann E. Sutton

      Name:
        Ann
        E. Sutton

      Title:
        Associate Director

      


      Citibank
        N.A., as a Lender

      /s/
        Thomas Faherty

      Name:
        Thomas Faherty

      Title:
        Vice President

      


      Taipei
        Fubon Commercial Bank, L.T.D., as a Lender,

      /s/
        Robin Wu

      Name:
        Robin Wu

      Title:
        AVP/General Manager

      


      Mega
        International Commercial Bank Co., Ltd., New York Branch, as a
        Lender,

      /s/
        Tseng–Pei Hsu

      Name:
        Tseng–Pei Hsu

      Title:
        VP
        and DGM

      


      MB
        Financial Bank, N.A., as Lender,

      /s/
        Henry Vessel

      Name:
        Henry Vessel

      Title:
        Vice President

      


      First
        Bank, as a Lender

      /s/
        R.
        Michael Law

      Name:
        R.
        Michael Law

      Title:
        Senior Vice President


      
        
                

                 
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      Allied
        Irish Bank, Plc., as a Lender

      /s/
        Jean Pierre Knight

      Name:
        Jean Pierre Knight

      Title:
        Vice President

      


      /s/
        Mia Bolin

      Name:
        Mia
        Bolin

      Title:
        Assistant Vice President

      


      United
        Overseas Bank Limited, New York Agency, as a Lender,

      /s/
        George Lim

      Name:
        George Lim

      Title:
        SVP and GM

      


      /s/
        Mario Sheng

      Name:
        Mario Sheng

      Title:
        AVP

      


      State
        Bank of India, as a Lender

      /s/
        Ashok Wanchoo

      Name:
        Ashok Wanchoo

      Title:
        Vice President and Head (of Credit) New York Branch

      


      North
        Fork Business Capital Corporation, as a Lender,

      /s/
        Ron Walker

      Name:
        Ron
        Walker

      Title:
        VP

      


      Abu
        Dhabi International Bank, Inc., as a Lender,

      /s/
        David J. Young

      Name:
        David J. Young

      Title:
        Vice President

      


      /s/
        Nagy S. Kolta

      By:
        Nagy
        S. Kolta

      Title:
        Executive Vice President

       

      General
        Electric Capital Corp., as a Lender

      /s/
        Rebecca A. Ford

      Name:
        Rebecca A. Ford

      Title:
        Duly Authorized Signatory

      


      Caterpillar
        Financial Services Corp., as a Lender,

      /s/
        Christopher C Patterson

      By:
        Christopher C Patterson

      Title:
        Global Operations Manager, Capital Markets

      


      Manufacturers
        and Traders Trust Co., as a Lender,

      /s/
        Frank V. Lago

      Name:
        Frank V. Lago

      Title:
        Administrative Vice President

      


      Australia
        and New Zealand Banking Group Limited, as a Lender,

      /s/
        John W. Wade

      Name:
        John W. Wade

      Title:
        Director

      


      KBC
        Bank, N.V., as a Lender

      /s/
        William Cavanaugh

      Name:
        William Cavanaugh

      Title:
        Vice President

       

      /s/
        Thomas G. Jackson

      Name:
        Thomas G. Jackson

      Title:
        First Vice President

      


      Westpac
        Banking Corporation, as a Lender

      /s/
        Henrik Jensen

      Name:
        Henrik Jensen

      Title:
        Vice President, Corporate

      


      Bayerische
        Landesbank, N.Y. Branch, as a Lender

      /s/
        Michael Hintz

      Name:
        Michael Hintz

      Title:
        Vice President

       

      /s/
        Nikolai von Mengden

      Name:
        Nikolai von Mengden

      Title:
        Senior Vice President


      
        
                

                        
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      Raymond
        James Bank, FSB, as a Lender

      /s/
        Joseph A. Ciccolini

      Name:
        Joseph A. Ciccolini

      Title:
        Vice President - Senior Corporate Banker

      


      National
        City Bank, as a Lender

      /s/
        Pamela K. Maloney

      Name:
        Pamela K. Maloney

      Title:
        Vice President

      


      BMO
        Capital Markets Financing Inc., as a Lender

      /s/
        David Mistic

      Name:
        David Mistic

      Title:
        Vice President

      


      Fifth
        Third Bank, as a Lender

      /s/
        Gary S. Lesey

      Name:
        Gary S. Lesey

      Title:
        Vice President

      


      Sun
        Trust Bank, as a Lender

      /s/
        Baerbel Freudenthaler

      Name:
        Baerbel Freudenthaler

      Title:
        Vice President

      


      


      


      


      


      


      


      


      


      


      


      


      


       


      
        
                

                      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    EXECUTION
              VERSION      
    

        

      


      


       

      


       

      CREDIT
        AGREEMENT

       

      DATED
        AS OF NOVEMBER 15, 2007

       

      AMONG

       

      URS
        CORPORATION,

      as
        Borrower,

       

      THE
        LENDERS LISTED HEREIN,

      as
        Lenders,

       

      and

       

      MORGAN
        STANLEY SENIOR FUNDING, INC.,

      as
        Joint-Lead Arranger, Syndication Agent and Sub-Agent of Administrative
        Agent

      


      and

      


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

      as
        Joint-Lead Arranger and Administrative Agent

      


      and

      


      BANK
        OF AMERICA, N.A.

      BNP
        PARIBAS

      and

      THE
        ROYAL BANK OF SCOTLAND
        plc,

      as
        Co-Documentation Agents

      


      


      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    TABLE
              OF
              CONTENTS      
      

                    
      
    

        

      


      
        	
                 

              	
                SECTION
                  1.DEFINITIONS                                                                              

              


      

       

      
        	
                 

              	
                1.1

              	
                Certain
                  Defined Terms 

              	
                2

              


      

      
        	
                 

              	
                1.2

              	
                Accounting
                  Terms; Utilization of GAAP for Purposes of Calculations Under
                  Agreement 

              	
                34

              


        	 	 
                
                1.3

              	 Other
                Definitional Provisions and Rules of Construction	  
                35


      

       

       

       

      
        	
                 

              	
                SECTION
                  2.AMOUNTS AND TERMS OF COMMITMENTS AND LOANS                                                  

              


      

       

      
        	
                 

              	
                2.1

              	
                Commitments;
                  Making of Loans; the Register; Optional Notes 

              	
                35

              


      

      
        	
                 

              	
                2.2

              	
                Interest
                  on the Loans 

              	
                47

              


      

      
        	
                 

              	
                2.3

              	
                Fees 

              	
                53

              


      

      
        	
                 

              	
                2.4

              	
                Repayments,
                  Prepayments and Reductions of Revolving Loan Commitment Amount;
                  General
                  Provisions Regarding Payments; Application of Proceeds of Collateral
                  and
                  Payments Under Subsidiary Guaranty 

              	
                54

              


      

      
        	
                 

              	
                2.5

              	
                Use
                  of Proceeds 

              	
                64

              


      

      
        	
                 

              	
                2.6

              	
                Special
                  Provisions Governing Eurodollar Rate Loans 

              	
                65

              


      

      
        	
                 

              	
                2.7

              	
                Increased
                  Costs; Taxes; Capital Adequacy 

              	
                67

              


      

      
        	
                 

              	
                2.8

              	
                Statement
                  of Lenders; Obligation of Lenders and Issuing Lenders to
                  Mitigate 

              	
                73

              


      

      
        	
                 

              	
                2.9

              	
                Replacement
                  of a Lender 

              	
                74

              


      

       

       

      
        	
                 

              	
                SECTION
                  3.LETTERS OF CREDIT

              


      

       

      
        	
                 

              	
                3.1

              	
                Issuance
                  of Revolving Letters of Credit and Lenders’ Purchase of Participations
                  Therein 

              	
                75

              


      

      
        	
                 

              	
                3.2

              	
                Revolving
                  Letter of Credit Fees 

              	
                78

              


      

      
        	
                 

              	
                3.3

              	
                Drawings
                  and Reimbursement of Amounts Paid Under Revolving Letters of
                  Credit 

              	
                79

              


      

      
        	
                 

              	
                3.4

              	
                Obligations
                  Absolute 

              	
                82

              


      

      
        	
                 

              	
                3.5

              	
                Nature
                  of Issuing Lenders’ Duties 

              	
                83

              


      

      
        	
                 

              	
                3.6

              	
                Additional
                  Letter of Credit Facilities 

              	
                84

              


      

       

       

      
        	
                 

              	
                SECTION
                  4.CONDITIONS TO LOANS AND LETTERS OF
                  CREDIT

              


      

       

      
        	
                 

              	
                4.1

              	
                Conditions
                  to Term Loans and Initial Revolving Loans and Swing Line
                  Loans 

              	
                85

              


      

      
        	
                 

              	
                4.2

              	
                Conditions
                  to All Loans 

              	
                90

              


      

      
        	
                 

              	
                4.3

              	
                Conditions
                  to Revolving Letters of Credit 

              	
                91

              


      

       

       

      
        	
                 

              	
                SECTION
                  5.COMPANY’S REPRESENTATIONS AND
                  WARRANTIES

              


      

       

      
        	
                 

              	
                5.1

              	
                Organization,
                  Powers, Qualification, Good Standing, Business and
                  Subsidiaries 

              	
                92

              


      

      
        	
                 

              	
                5.2

              	
                Authorization
                  of Borrowing, etc 

              	
                92

              


      

      
        	
                 

              	
                5.3

              	
                Financial
                  Condition 

              	
                93

              


      

      
        	
                 

              	
                5.4

              	
                No
                  Material Adverse Change 

              	
                93

              


      

      
        	
                 

              	
                5.5

              	
                Title
                  to Properties; Liens; Real Property; Intellectual
                  Property 

              	
                94

              


      

      
        	
                 

              	
                5.6

              	
                Litigation;
                  Adverse Facts 

              	
                95

              


      

      
        	
                 

              	
                5.7

              	
                Payment
                  of Taxes 

              	
                95

              


      

      
        	
                 

              	
                5.8

              	
                Governmental
                  Regulation 

              	
                95

              


      

      
        	
                 

              	
                5.9

              	
                Securities
                  Activities 

              	
                95

              


      

      
        	
                 

              	
                5.10

              	
                ERISA 

              	
                96

              


      

      
        	
                 

              	
                5.11

              	
                Environmental
                  Protection 

              	
                96

              


      

      
        	
                 

              	
                5.12

              	
                Employee
                  Matters 

              	
                96

              


      

      
        	
                 

              	
                5.13

              	
                Solvency 

              	
                97

              


      

      
        	
                 

              	
                5.14

              	
                Matters
                  Relating to Collateral 

              	
                97

              


      

      
        	
                 

              	
                5.15

              	
                Disclosure 

              	
                98

              


      

      
        	
                 

              	
                5.16

              	
                Foreign
                  Assets Control Regulations, etc 

              	
                98

              


      

      
        	
                 

              	
                5.17

              	
                Related
                  Agreements 

              	
                98

              


      

      
        	
                 

              	
                5.18

              	
                Certain
                  Fees 

              	
                99

              


      

       

       

      
        	
                 

              	
                SECTION
                  6.COMPANY’S AFFIRMATIVE COVENANTS

              


      

       

      
        	
                 

              	
                6.1

              	
                Financial
                  Statements and Other Reports 

              	
                99

              


      

      
        	
                 

              	
                6.2

              	
                Corporate
                  Existence, etc 

              	
                104

              


      

      
        	
                 

              	
                6.3

              	
                Payment
                  of Taxes and Claims; Tax Consolidation 

              	
                105

              


      

      
        	
                 

              	
                6.4

              	
                Maintenance
                  of Properties; Insurance; Application of Net Insurance/Condemnation
                  Proceeds 

              	
                105

              


      

      
        	
                 

              	
                6.5

              	
                Inspection
                  Rights; Lender Meeting 

              	
                108

              


      

      
        	
                 

              	
                6.6

              	
                Compliance
                  with Laws, etc 

              	
                108

              


      

      
        	
                 

              	
                6.7

              	
                Execution
                  of Subsidiary Guaranty and Personal Property Collateral Documents
                  by
                  Certain Additional Subsidiaries; Matters Relating to Real Property
                  Collateral 

              	
                109

              


      

      
        	
                 

              	
                6.8

              	
                Interest
                  Rate Protection 

              	
                114

              


      

      
        	
                 

              	
                6.9

              	
                Ratings 

              	
                114

              


      

      
        	
                 

              	
                6.10

              	
                Post
                  Closing Matters 

              	
                114

              


      

       

       

      
        	
                 

              	
                SECTION
                  7.COMPANY’S NEGATIVE COVENANTS

              


      

       

      
        	
                 

              	
                7.1

              	
                Indebtedness 

              	
                116

              


      

      
        	
                 

              	
                7.2

              	
                Liens
                  and Related Matters 

              	
                120

              


      

      
        	
                 

              	
                7.3

              	
                Investments;
                  Acquisitions 

              	
                123

              


      

      
        	
                 

              	
                7.4

              	
                Contingent
                  Obligations 

              	
                125

              


      

      
        	
                 

              	
                7.5

              	
                Restricted
                  Junior Payments; Payments on Certain Other
                  Indebtedness 

              	
                127

              


      

      
        	
                 

              	
                7.6

              	
                Financial
                  Covenants 

              	
                128

              


      

      
        	
                 

              	
                7.7

              	
                Restriction
                  on Fundamental Changes; Asset Sales 

              	
                129

              


      

      
        	
                 

              	
                7.8

              	
                Transactions
                  with Affiliates 

              	
                131

              


      

      
        	
                 

              	
                7.9

              	
                Conduct
                  of Business 

              	
                132

              


      

      
        	
                 

              	
                7.10

              	
                Fiscal
                  Year 

              	
                132

              


      

      
        	
                 

              	
                7.11

              	
                Compliance
                  with ERISA 

              	
                132

              


      

      
        	
                 

              	
                7.12

              	
                Amendments
                  or Waivers of Certain Agreements 

              	
                132

              


      

       

       

      
        	
                 

              	
                SECTION
                  8.EVENTS OF DEFAULT

              


      

       

      
        	
                 

              	
                8.1

              	
                Failure
                  to Make Payments When Due 

              	
                132

              


      

      
        	
                 

              	
                8.2

              	
                Default
                  in Other Agreements 

              	
                132

              


      

      
        	
                 

              	
                8.3

              	
                Breach
                  of Certain Covenants 

              	
                133

              


      

      
        	
                 

              	
                8.4

              	
                Breach
                  of Warranty 

              	
                133

              


      

      
        	
                 

              	
                8.5

              	
                Other
                  Defaults Under Loan Documents 

              	
                133

              


      

      
        	
                 

              	
                8.6

              	
                Involuntary
                  Bankruptcy; Appointment of Receiver, etc                                                                         134

              


      

      
        	
                 

              	
                8.7

              	
                Voluntary
                  Bankruptcy; Appointment of Receiver, etc 

              	
                134

              


      

      
        	
                 

              	
                8.8

              	
                Judgments
                  and Attachments 

              	
                135

              


      

      
        	
                 

              	
                8.9

              	
                Dissolution 

              	
                135

              


      

      
        	
                 

              	
                8.10

              	
                ERISA 

              	
                135

              


      

      
        	
                 

              	
                8.11

              	
                Change
                  in Control 

              	
                135

              


      

      
        	
                 

              	
                8.12

              	
                Failure
                  to Consummate Acquisition or Merger 

              	
                135

              


      

      
        	
                 

              	
                8.13

              	
                Invalidity
                  of Loan Documents; Guaranty; Failure of Security; Repudiation of
                  Obligations 

              	
                136

              


      

       

       

      
        	
                 

              	
                SECTION
                  9.ADMINISTRATIVE AGENT

              


      

       

      
        	
                 

              	
                9.1

              	
                Appointment 

              	
                137

              


      

      
        	
                 

              	
                9.2

              	
                Powers
                  and Duties; General Immunity 

              	
                139

              


      

      
        	
                 

              	
                9.3

              	
                Representations
                  and Warranties; No Responsibility For Appraisal of
                  Creditworthiness 

              	
                141

              


      

      
        	
                 

              	
                9.4

              	
                Right
                  to Indemnity 

              	
                141

              


      

      
        	
                 

              	
                9.5

              	
                Resignation
                  of Agents; Successor Administrative Agent and Swing Line
                  Lenders 

              	
                142

              


      

      
        	
                 

              	
                9.6

              	
                Collateral
                  Documents, Guaranties and Surety Acknowledgment 

              	
                143

              


      

      
        	
                 

              	
                9.7

              	
                Duties
                  of Other Agents 

              	
                144

              


      

      
        	
                 

              	
                9.8

              	
                Administrative
                  Agent May File Proofs of Claim 

              	
                144

              


      

       

       

      
        	
                 

              	
                SECTION
                  10.MISCELLANEOUS

              


      

       

      
        	
                 

              	
                10.1

              	
                Successors
                  and Assigns; Assignments and Participations in Loans and Letters
                  of
                  Credit 

              	
                145

              


      

      
        	
                 

              	
                10.2

              	
                Expenses 

              	
                150

              


      

      
        	
                 

              	
                10.3

              	
                Indemnity 

              	
                151

              


      

      
        	
                 

              	
                10.4

              	
                Set-Off 

              	
                152

              


      

      
        	
                 

              	
                10.5

              	
                Ratable
                  Sharing 

              	
                153

              


      

      
        	
                 

              	
                10.6

              	
                Amendments
                  and Waivers 

              	
                154

              


      

      
        	
                 

              	
                10.7

              	
                Independence
                  of Covenants 

              	
                155

              


      

      
        	
                 

              	
                10.8

              	
                Notices;
                  Effectiveness of Signatures 

              	
                156

              


        	 	 
                
                10.9

              	 Survival
                of Representations, Warranties and Agreements	         157


        	 	 10.10	 Failure
                or Indulgence Not Waiver; Remedies Cumulative	             158


        	 	 10.11	 Marshalling;
                Payments Set Aside	         158


        	 	 10.12	 Severability	         158


        	 	 10.13	 Obligations
                Several; Independent Nature of Lenders’ Rights; Damage Waiver	         158


        	 	 10.14	 Release
                of Security Interest or Guaranty	         159


        	 	 10.15	 Applicable
                Law	         160


        	 	 10.16	 Construction
                of Agreement; Nature of Relationship	         160


        	 	 10.17	 Consent
                to Jurisdiction and Service of Process	         160


        	 	 10.18	 Waiver
                of Jury Trial 	         161


        	 	 10.19	 Confidentiality 	         162


        	 	 10.20	 Counterparts;
                Effectiveness 	         163


        	 	 10.21	 USA
                Patriot Act 	         163


        	 	 	 	 


        	 	 	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBITS

       

      
        	
                I

              	
                FORM
                  OF NOTICE OF BORROWING

              


      

      
        	
                II

              	
                FORM
                  OF NOTICE OF
                  CONVERSION/CONTINUATION

              


      

      
        	
                III

              	
                FORM
                  OF REQUEST FOR REVOLVING LETTER OF CREDIT
                  ISSUANCE

              


      

      
        	
                IV

              	
                FORM
                  OF NOTICE OF PREPAYMENT

              


      

      
        	
                V

              	
                FORM
                  OF REVOLVING NOTE

              


      

      
        	
                VI

              	
                FORM
                  OF TRANCHE A TERM NOTE

              


      

      
        	
                VII

              	
                FORM
                  OF TRANCHE B TERM NOTE

              


      

      
        	
                VIII

              	
                FORM
                  OF TRANCHE C TERM NOTE

              


      

      
        	
                IX

              	
                FORM
                  OF SWING LINE NOTE

              


      

      
        	
                X

              	
                FORM
                  OF COMPLIANCE CERTIFICATE

              


      

      
        	
                XI

              	
                FORM
                  OF OPINION OF COMPANY COUNSEL

              


      

      
        	
                XII

              	
                FORM
                  OF ASSIGNMENT AND ASSUMPTION
                  AGREEMENT

              


      

      
        	
                XIII

              	
                FORM
                  OF PLEDGE AGREEMENT

              


      

      
        	
                XIV

              	
                FORM
                  OF SUBSIDIARY GUARANTY

              


      

      
        	
                XV

              	
                FORM
                  OF SECURITY AGREEMENT

              


      

      
        	
                XVI

              	
                FORM
                  OF SURETY ACKNOWLEDGMENT

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULES

      


      


      1.1                      DORMANT
        SUBSIDIARIES

      1.2                      EXISTING
        LETTERS OF CREDIT

      4.1C                      CORPORATE
        AND CAPITAL STRUCTURE

      5.1A                                ORGANIZATION
        AND POWERS

      5.1D                                SUBSIDIARIES

      5.5B                      REAL
        PROPERTY

      5.5C                      INTELLECTUAL
        PROPERTY

      5.6                      LITIGATION;
        ADVERSE FACTS

      5.11                      ENVIRONMENTAL
        MATTERS

      6.10                      POST
        CLOSING MATTERS

      7.1                      INDEBTEDNESS

      7.2                      EXISTING
        LIENS

      7.3                      INVESTMENTS;
        ACQUISITIONS

      7.4                      CONTINGENT
        OBLIGATIONS

      7.8                      TRANSACTIONS
        WITH SHAREHOLDERS AND AFFILIATES