exv10w1



 





Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of December 7,
2007, among Madison Capital Funding LLC, as Agent for the Lenders, the undersigned Existing Lenders
and New Lenders (collectively, the “Lenders”), and Compass Group Diversified Holdings LLC, a
Delaware limited liability company (“Borrower”).



W I T N E S S E T H




     WHEREAS, Borrower, Agent and certain of the undersigned Lenders (the “Existing Lenders”) are
parties to that certain Credit Agreement dated as of November 21, 2006 (as amended to date, the
“Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement); and



     WHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement in
certain respects, including adding certain new Lenders (the “New Lenders”) to become parties to the
Amended Credit Agreement (as defined below), subject to the terms and conditions contained herein;



     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. In reliance upon the representations and warranties
of Borrower set forth in Section 2 below and subject to the conditions to effectiveness set forth
in Section 3 below, the Credit Agreement is hereby amended to reflect all of the terms and
conditions set forth in the updated version of the Credit Agreement that is attached hereto as
Exhibit A (such updated Credit Agreement shall be referred to herein as the “Amended Credit
Agreement”).



     2. Representations and Warranties. Borrower hereby represents and warrants to Agent
and Lenders that, both before and after giving effect to this Amendment:



     (a) The execution, delivery and performance of this Amendment has been duly authorized by all
requisite corporate action on the part of Borrower;



     (b) No Default or Event of Default has occurred and is continuing; and




     (c) The representations and warranties of Borrower set forth in the Amended Credit Agreement
are true and correct on the date hereof.



     3. Conditions Precedent to Effectiveness. The effectiveness of this Amendment is
subject to the prior or concurrent consummation of each of the following conditions:



     (a) Agent shall have received a fully executed copy of this Amendment, together with the other
documents, agreements and instruments set forth on the Closing



 









 






Checklist attached hereto as Exhibit B and any other documents, agreements and
instruments as Agent may reasonably require or request;



     (b) all proceedings taken in connection with the transactions contemplated by this Amendment
and all documents, instruments and other legal matters incident thereto shall be reasonably
satisfactory to Agent and its legal counsel; and



     (c) no Default or Event of Default shall have occurred and be continuing or shall be caused by
the transactions contemplated by this Amendment.



     4. Joinder. Each Lender (including, without limitation, each New Lender) party to this
Amendment agrees that it is a Lender and is bound as a Lender under the terms of the Amended Credit
Agreement, to the extent of the Commitments of such Lender set forth on Annex I of the
Amended Credit Agreement. The Borrower acknowledges and agrees that each Lender shall have all of
the rights and privileges as a Lender under the Amended Credit Agreement to the extent of the
Commitments set forth on Annex I of the Amended Credit Agreement.



     5. Reallocation of Loans. The Lenders hereby agree to make such inter-Lender wire
transfers as may be required on the date hereof to give effect to the reallocation of the “Loans”
and “Commitments” provided for in the Credit Agreement as in effect prior to the date hereof (as
indicated on Annex I of the Original Credit Agreement) and the Loans and Commitments
provided for pursuant to the Amended Credit Agreement (as indicated on Annex I of the
Amended Credit Agreement).



     6. Miscellaneous.



     (a) Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS.



     (b) Counterparts. This Amendment may be executed in any number of counterparts, and
by the parties hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.



     (c) Reference to Credit Agreement. Each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the
Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments
executed and delivered pursuant to the Credit Agreement, shall mean and be a reference to the
Amended Credit Agreement.



     (d) Costs and Expenses. Borrower acknowledges that Section 10.4 of the Credit
Agreement applies to this Amendment and the transactions, agreements and documents contemplated
hereunder.



[Signature Page Follows]



Signature Page to Third Amendment





 









 





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



	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]





 









 





	 	 	 	 	 
	 	 	EXISTING LENDERS:
	 
	 	 	 	 
	 	 	MADISON CAPITAL FUNDING LLC,

as Agent and a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender
	 

	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	GOLUB CAPITAL MASTER FUNDING LLC,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	ALLIED CAPITAL CORPORATION,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	NEWSTAR CP FUNDING LLC,

as a Lender
	 
	 	 	 	 
	 	 	By: NewStar Financial, Inc., its Designated Manager
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	FIFTH THIRD BANK,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	ALLIED IRISH BANKS, P.L.C.,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	NEW LENDERS:
	 
	 	 	 	 
	 	 	SUNTRUST BANK,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	BRANCH BANKING AND TRUST COMPANY,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	THE PRIVATEBANK AND TRUST COMPANY,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	CITIBANK, N.A.,

as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Additional Signature Pages to Follow]




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	 	 	GOLDENTREE CAPITAL OPPORTUNITIES, L.P.,

as a Lender
	 
	 	 	 	 
	 	 	By: GoldenTree Asset Management, LP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 	 	GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING,,

as a Lender
	 
	 	 	 	 
	 	 	By: GoldenTree Asset Management, LP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Signature Page to Third Amendment





 












 





EXHIBIT A




Amended Credit Agreement




See attached.




 









 





EXHIBIT B




Closing Checklist




See attached.





 












 




 




 





CREDIT AGREEMENT

dated as of November 21, 2006




among




COMPASS GROUP DIVERSIFIED HOLDINGS LLC

as Borrower,




THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,




AC FINANCE LLC,

designated as Syndication Agent,




and




MADISON CAPITAL FUNDING LLC,

as Agent*



 




 




*This version of the Credit Agreement reflects modifications agreed to by the parties hereto
pursuant to that certain Third Amendment to Credit Agreement dated December 7, 2007, to which this
document is attached.




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Section 1.	 	Definitions; Interpretation.	 	1
	 
	 	 	 	 	 	 
	1.1.	 	Definitions.	 	1
	 
	 	 	 	 	 	 
	1.2.	 	Interpretation.	 	22
	 
	 	 	 	 	 	 
	Section 2.	 	Credit Facilities.	 	22
	 
	 	 	 	 	 	 
	2.1.	 	Commitments.	 	22
	 
	 	2.1.1.	 	Revolving Loan Commitments.	 	22
	 
	 	2.1.2.	 	Term Loan Commitment.	 	22
	 
	 	2.1.3.	 	Request for Increase of Revolving Loan Commitments/Term Loan.	 	22
	 
	 	 	 	 	 	 
	2.2.	 	Loan Procedures.	 	23
	 
	 	2.2.1.	 	Loan Types.	 	23
	 
	 	2.2.2.	 	Borrowing.	 	24
	 
	 	2.2.3.	 	Conversion; Continuation.	 	24
	 
	 	 	 	 	 	 
	2.3.	 	Letters of Credit.	 	25
	 
	 	2.3.1.	 	Commitment.	 	25
	 
	 	2.3.2.	 	Application.	 	25
	 
	 	2.3.3.	 	Reimbursement Obligations.	 	25
	 
	 	2.3.4.	 	Participations in Letters of Credit.	 	26
	 
	 	 	 	 	 	 
	2.4.	 	Commitments Several.	 	27
	 
	 	 	 	 	 	 
	2.5.	 	Certain Conditions.	 	27
	 
	 	 	 	 	 	 
	2.6.	 	Loan Accounting.	 	27
	 
	 	2.6.1.	 	Recordkeeping.	 	27
	 
	 	2.6.2.	 	Notes.	 	27
	 
	 	 	 	 	 	 
	2.7.	 	Interest.	 	27
	 
	 	2.7.1.	 	Interest Rates.	 	27
	 
	 	2.7.2.	 	Interest Payment Dates.	 	28
	 
	 	2.7.3.	 	Setting and Notice of LIBOR Rates.	 	28
	 
	 	2.7.4.	 	Computation of Interest.	 	28
	 
	 	 	 	 	 	 
	2.8.	 	Fees.	 	28
	 
	 	2.8.1.	 	Commitment Fee.	 	28
	 
	 	2.8.2.	 	Letter of Credit Fees.	 	28
	 
	 	2.8.3.	 	Agent's Fees.	 	29
	 
	 	 	 	 	 	 
	2.9.	 	Commitment Reduction.	 	29
	 
	 	2.9.1.	 	Voluntary Reduction or Termination of Revolving Loan Commitments.	 	29
	 
	 	2.9.2.	 	Reduction of Revolving Loan Commitments in Connection with	 	 
	 
	 	 	 	Mandatory Prepayment.	 	29
	 
	 	2.9.3.	 	All Reductions of Revolving Loan Commitments.	 	29
	 
	 	 	 	 	 	 
	2.10.	 	Prepayment.	 	30
	 
	 	2.10.1.	 	Voluntary Prepayment.	 	30
	 
	 	2.10.2.	 	Mandatory Prepayment.	 	30
	 
	 	2.10.3.	 	All Prepayments.	 	31






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	 	 	 	 	 	 	Page
	2.11.	 	Repayment.	 	32
	 
	 	2.11.1.	 	Revolving Loans.	 	32
	 
	 	2.11.2.	 	Term Loan.	 	32
	 
	 	 	 	 	 	 
	2.12.	 	Payment.	 	32
	 
	 	2.12.1.	 	Making and Settlement of Payments.	 	32
	 
	 	2.12.2.	 	Application of Payments and Proceeds.	 	32
	 
	 	2.12.3.	 	Payment Dates.	 	33
	 
	 	2.12.4.	 	Set-off.	 	33
	 
	 	2.12.5.	 	Proration of Payments.	 	34
	 
	 	 	 	 	 	 
	Section 3.	 	Yield Protection.	 	34
	 
	 	 	 	 	 	 
	3.1.	 	Taxes.	 	34
	 
	 	 	 	 	 	 
	3.2.	 	Increased Cost.	 	35
	 
	 	 	 	 	 	 
	3.3.	 	Inadequate or Unfair Basis.	 	36
	 
	 	 	 	 	 	 
	3.4.	 	Change in Law.	 	36
	 
	 	 	 	 	 	 
	3.5.	 	Funding Losses.	 	36
	 
	 	 	 	 	 	 
	3.6.	 	Manner of Funding; Alternate Funding Offices.	 	37
	 
	 	 	 	 	 	 
	3.7.	 	Mitigation of Circumstances; Replacement of Lenders.	 	37
	 
	 	 	 	 	 	 
	3.8.	 	Conclusiveness of Statements; Survival.	 	37
	 
	 	 	 	 	 	 
	Section 4.	 	Conditions Precedent.	 	38
	 
	 	 	 	 	 	 
	4.1.	 	Initial Credit Extension.	 	38
	 
	 	4.1.1.	 	Financial Statements; Total Debt to EBITDA Ratio.	 	38
	 
	 	4.1.2.	 	Initial Loans; Availability.	 	38
	 
	 	4.1.3.	 	[Reserved.]	 	38
	 
	 	4.1.4.	 	Fees.	 	38
	 
	 	4.1.5.	 	Delivery of Loan Documents.	 	38
	 
	 	 	 	 	 	 
	4.2.	 	All Credit Extensions.	 	40
	 
	 	 	 	 	 	 
	Section 5.	 	Representations and Warranties.	 	40
	 
	 	 	 	 	 	 
	5.1.	 	Organization.	 	40
	 
	 	 	 	 	 	 
	5.2.	 	Authorization; No Conflict.	 	40
	 
	 	 	 	 	 	 
	5.3.	 	Validity; Binding Nature.	 	41
	 
	 	 	 	 	 	 
	5.4.	 	Financial Condition.	 	41
	 
	 	 	 	 	 	 
	5.5.	 	No Material Adverse Effect.	 	41
	 
	 	 	 	 	 	 
	5.6.	 	Litigation.	 	41
	 
	 	 	 	 	 	 
	5.7.	 	Ownership of Properties; Liens.	 	41
	 
	 	 	 	 	 	 
	5.8.	 	Capitalization.	 	42
	 
	 	 	 	 	 	 
	5.9.	 	Pension Plans.	 	42
	 
	 	 	 	 	 	 
	5.10.	 	Investment Company Act.	 	42






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	 	 	 	 	 	 	Page
	5.11.	 	[Intentionally Omitted].	 	42
	 
	 	 	 	 	 	 
	5.12.	 	Margin Stock.	 	42
	 
	 	 	 	 	 	 
	5.13.	 	Taxes.	 	43
	 
	 	 	 	 	 	 
	5.14.	 	Solvency.	 	43
	 
	 	 	 	 	 	 
	5.15.	 	Environmental Matters.	 	43
	 
	 	 	 	 	 	 
	5.16.	 	Insurance.	 	43
	 
	 	 	 	 	 	 
	5.17.	 	Information.	 	43
	 
	 	 	 	 	 	 
	5.18.	 	Intellectual Property.	 	44
	 
	 	 	 	 	 	 
	5.19.	 	Restrictive Provisions.	 	44
	 
	 	 	 	 	 	 
	5.20.	 	Labor Matters.	 	44
	 
	 	 	 	 	 	 
	5.21.	 	No Default.	 	44
	 
	 	 	 	 	 	 
	5.22.	 	Related Agreements.	 	44
	 
	 	 	 	 	 	 
	Section 6.	 	Affirmative Covenants.	 	45
	 
	 	 	 	 	 	 
	6.1.	 	Information.	 	45
	 
	 	6.1.1.	 	Annual Report.	 	45
	 
	 	6.1.2.	 	Interim Reports.	 	45
	 
	 	6.1.3.	 	Compliance Certificate.	 	46
	 
	 	6.1.4.	 	Reports to SEC and Shareholders.	 	46
	 
	 	6.1.5.	 	Notice of Default; Litigation; ERISA Matters.	 	46
	 
	 	6.1.6.	 	Availability Certificate.	 	47
	 
	 	6.1.7.	 	Management Report.	 	47
	 
	 	6.1.8.	 	Projections.	 	47
	 
	 	6.1.9.	 	Notice of an Event of Default under Intercompany Debt Documents.	 	47
	 
	 	6.1.10.	 	Other Information.	 	47
	 
	 	 	 	 	 	 
	6.2.	 	Books; Records; Inspections.	 	47
	 
	 	 	 	 	 	 
	6.3.	 	Maintenance of Property; Insurance.	 	48
	 
	 	 	 	 	 	 
	6.4.	 	Compliance with Laws; Payment of Taxes and Liabilities.	 	49
	 
	 	 	 	 	 	 
	6.5.	 	Maintenance of Existence.	 	49
	 
	 	 	 	 	 	 
	6.6.	 	Employee Benefit Plans.	 	49
	 
	 	 	 	 	 	 
	6.7.	 	Environmental Matters.	 	49
	 
	 	 	 	 	 	 
	6.8.	 	Further Assurances.	 	49
	 
	 	 	 	 	 	 
	Section 7.	 	Negative Covenants.	 	50
	 
	 	 	 	 	 	 
	7.1.	 	Debt.	 	50
	 
	 	 	 	 	 	 
	7.2.	 	Liens.	 	50
	 
	 	 	 	 	 	 
	7.3.	 	[Intentionally Omitted].	 	52
	 
	 	 	 	 	 	 
	7.4.	 	Restricted Payments.	 	52
	 
	 	 	 	 	 	 
	7.5.	 	Mergers; Consolidations; Asset Sales.	 	52






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	 	 	 	 	 	 	Page
	7.6.	 	Modification of Organizational Documents.	 	53
	 
	 	 	 	 	 	 
	7.7.	 	Use of Proceeds.	 	53
	 
	 	 	 	 	 	 
	7.8.	 	Transactions with Affiliates.	 	53
	 
	 	 	 	 	 	 
	7.9.	 	Inconsistent Agreements.	 	53
	 
	 	 	 	 	 	 
	7.10.	 	Business Activities.	 	54
	 
	 	 	 	 	 	 
	7.11.	 	Investments.	 	54
	 
	 	 	 	 	 	 
	7.12.	 	Restriction of Amendments to Certain Documents.	 	55
	 
	 	 	 	 	 	 
	7.13.	 	Fiscal Year.	 	55
	 
	 	 	 	 	 	 
	7.14.	 	Financial Covenants.	 	55
	 
	 	7.14.1.	 	Fixed Charge Coverage Ratio.	 	55
	 
	 	7.14.2.	 	Interest Coverage Ratio.	 	55
	 
	 	7.14.3.	 	Total Debt to EBITDA Ratio.	 	55
	 
	 	 	 	 	 	 
	7.15.	 	Bank Accounts.	 	56
	 
	 	 	 	 	 	 
	7.16.	 	Subsidiaries.	 	56
	 
	 	 	 	 	 	 
	Section 8.	 	Events of Default; Remedies.	 	56
	 
	 	 	 	 	 	 
	8.1.	 	Events of Default.	 	56
	 
	 	8.1.1.	 	Non-Payment of Credit.	 	56
	 
	 	8.1.2.	 	Default Under Other Debt.	 	56
	 
	 	8.1.3.	 	Bankruptcy; Insolvency.	 	56
	 
	 	8.1.4.	 	Non-Compliance with Loan Documents.	 	57
	 
	 	8.1.5.	 	Representations; Warranties.	 	57
	 
	 	8.1.6.	 	Pension Plans.	 	57
	 
	 	8.1.7.	 	Judgments.	 	57
	 
	 	8.1.8.	 	Invalidity of Collateral Documents.	 	57
	 
	 	8.1.9.	 	Invalidity of Subordination Provisions.	 	57
	 
	 	8.1.10.	 	Change of Control.	 	58
	 
	 	8.1.11.	 	Activities of the Trust or Borrower.	 	58
	 
	 	 	 	 	 	 
	8.2.	 	Remedies.	 	58
	 
	 	8.2.1.	 	Termination of Revolving Loan Commitments; Acceleration.	 	58
	 
	 	8.2.2.	 	Remedial Action Against Collateral.	 	59
	 
	 	 	 	 	 	 
	8.3.	 	Purchase Option for Term Lenders Upon Acceleration Event.	 	59
	 
	 	8.3.1.	 	Purchase Notice.	 	59
	 
	 	8.3.2.	 	Purchase Option Closing.	 	59
	 
	 	8.3.3.	 	Purchase Price.	 	60
	 
	 	8.3.4.	 	Nature of Sale.	 	60
	 
	 	 	 	 	 	 
	Section 9.	 	Agent.	 	60
	 
	 	 	 	 	 	 
	9.1.	 	Appointment; Authorization.	 	60
	 
	 	 	 	 	 	 
	9.2.	 	Delegation of Duties.	 	61
	 
	 	 	 	 	 	 
	9.3.	 	Limited Liability.	 	61
	 
	 	 	 	 	 	 
	9.4.	 	Reliance.	 	61






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	 	 	 	 	 	 	Page
	9.5.	 	Notice of Default.	 	61
	 
	 	 	 	 	 	 
	9.6.	 	Credit Decision.	 	62
	 
	 	 	 	 	 	 
	9.7.	 	Indemnification.	 	62
	 
	 	 	 	 	 	 
	9.8.	 	Agent Individually.	 	62
	 
	 	 	 	 	 	 
	9.9.	 	Successor Agent.	 	63
	 
	 	 	 	 	 	 
	9.10.	 	Collateral Matters.	 	63
	 
	 	 	 	 	 	 
	9.11.	 	Subordinated Debt.	 	63
	 
	 	 	 	 	 	 
	9.12.	 	Documentation and Syndication Agent.	 	64
	 
	 	 	 	 	 	 
	Section 10.	 	Miscellaneous.	 	64
	 
	 	 	 	 	 	 
	10.1.	 	Waiver; Amendments.	 	64
	 
	 	 	 	 	 	 
	10.2.	 	Notices.	 	65
	 
	 	 	 	 	 	 
	10.3.	 	Computations.	 	65
	 
	 	 	 	 	 	 
	10.4.	 	Costs; Expenses.	 	65
	 
	 	 	 	 	 	 
	10.5.	 	Indemnification by Borrower.	 	66
	 
	 	 	 	 	 	 
	10.6.	 	Marshaling; Payments Set Aside.	 	66
	 
	 	 	 	 	 	 
	10.7.	 	Nonliability of Lenders.	 	67
	 
	 	 	 	 	 	 
	10.8.	 	Assignments; Participations.	 	67
	 
	 	10.8.1.	 	Assignments.	 	67
	 
	 	10.8.2.	 	Participations.	 	68
	 
	 	 	 	 	 	 
	10.9.	 	Confidentiality.	 	68
	 
	 	 	 	 	 	 
	10.10.	 	Captions.	 	69
	 
	 	 	 	 	 	 
	10.11.	 	Nature of Remedies.	 	69
	 
	 	 	 	 	 	 
	10.12.	 	Counterparts.	 	69
	 
	 	 	 	 	 	 
	10.13.	 	Severability.	 	69
	 
	 	 	 	 	 	 
	10.14.	 	Entire Agreement.	 	69
	 
	 	 	 	 	 	 
	10.15.	 	Successors; Assigns.	 	70
	 
	 	 	 	 	 	 
	10.16.	 	Governing Law.	 	70
	 
	 	 	 	 	 	 
	10.17.	 	Forum Selection; Consent to Jurisdiction.	 	70
	 
	 	 	 	 	 	 
	10.18.	 	Waiver of Jury Trial.	 	70
	 
	 	 	 	 	 	 
	10.19.	 	USA PATRIOT Act Notification.	 	71







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	Annexes	 	 
	Annex I

	 	Commitments and Pro Rata Shares
	Annex II

	 	Addresses
	Annex III

	 	Conditions Precedent to Permitted Eligible Acquisition
	Annex IV

	 	Conditions Precedent to Permitted Ineligible Acquisition






	 	 	 
	Exhibits	 	 
	Exhibit A

	 	Form of Assignment Agreement
	Exhibit B

	 	Form of Compliance Certificate
	Exhibit C

	 	Form of Availability Certificate
	Exhibit D

	 	Form of Note
	Exhibit E

	 	Form of Borrowing Notice
	Exhibit F

	 	Form of Conversion/Continuation Notice
	Exhibit G

	 	Form of Excess Cash Flow Certificate






	 	 	 
	Schedules	 	 
	Schedule 1.1

	 	Approved Professionals
	Schedule 1.2

	 	Existing US Bank Letters of Credit
	Schedule 4.1.3

	 	Prior Debt
	Schedule 5.6

	 	Litigation
	Schedule 5.8

	 	Capitalization
	Schedule 5.15

	 	Environmental Matters
	Schedule 5.20

	 	Labor Matters
	Schedule 7.1

	 	Existing Debt
	Schedule 7.2

	 	Existing Liens
	Schedule 7.8

	 	Affiliate Transactions
	Schedule 7.11

	 	Existing Investments
	Schedule 7.15

	 	Bank Accounts






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CREDIT AGREEMENT




     Credit Agreement dated as of November 21, 2006 (as amended, restated or otherwise modified
from time to time, this “Agreement”) among Compass Group Diversified Holdings LLC, a
Delaware limited liability company (“Borrower”), the financial institutions party hereto
from time to time (“Lenders”), and Madison Capital Funding LLC (in its individual capacity,
“Madison”), as Agent for all Lenders.



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




     Section 1.  Definitions; Interpretation.



          1.1.  Definitions.




     When used herein the following terms shall have the following meanings:



     Acceleration Event means the occurrence of any of the following: (i) an Event of
Default under Section 8.1.3; (ii) an Event of Default under Section 8.1.1 and the
termination or suspension of the Revolving Loan Commitments pursuant to Section 8.2; or
(iii) any other Event of Default under Section 8.1 and the election by (x) the Required
Revolving Lenders to declare the Revolver Debt to be due and payable or to terminate the Revolving
Loan Commitments pursuant to Section 8.2 or (y) the Required Term Lenders to declare the
Term Debt to be due and payable.



     Account has the meaning set forth in the Collateral Agreement.



     Account Debtor means any Person who is obligated to Borrower or any Subsidiary with
respect to any Account.



     Acquisition means any transaction or series of related transactions for the purpose of
or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the
assets of a Person, or of all or a substantial portion of any business or division of a Person, (b)
the acquisition of in excess of 50% of the capital stock, partnership interests, membership
interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than a Person that is
already a Subsidiary).



     Acquisition Subsidiary has the meaning set forth in Section 7.16.



     Advanced Circuits means Compass AC Holdings, Inc., a Delaware corporation.



     Adjusted Working Capital means the remainder of (a) the consolidated current assets of
Borrower and the Subsidiaries minus, in each case to the extent included in such
consolidated current assets, (i) the amount of cash and cash equivalents and (ii) assets from
discontinued operations, minus (b) the consolidated current liabilities of Borrower and the
Subsidiaries minus, in each case to the extent included in such consolidated current
liabilities, (i) the amount of consolidated short-term Debt (including current maturities of
long-term Debt), (ii) obligations in respect of discontinued operations and (iii) obligations under
the Supplemental Put Agreement.



     Aeroglide means Aeroglide Holdings, Inc., a Delaware corporation.



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     Affiliate of any Person means (a) any other Person which, directly or indirectly,
controls or is controlled by or is under common control with such Person, (b) with respect to any
Person other than a Lender, any officer or director of such Person and (c) with respect to any
Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor
thereof which is engaged in making, purchasing, holding or otherwise investing in commercial loans.
A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly
or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managers or power to direct or cause the
direction of the management and policies of such Person whether by contract or otherwise;
provided, that the provisions of this sentence shall not apply to CGI and its Subsidiaries
unless and until CGI or any of its Subsidiaries possesses, directly or indirectly, the power to
vote 50% or more of the voting securities (on a fully diluted basis) of the Trust or Borrower.
Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate
of Borrower, the Trust or any Subsidiary.



     Agent means Madison in its capacity as agent for all Lenders hereunder and any
successor thereto in such capacity.



     Agreement has the meaning set forth in the Preamble.



     Allocation Interests has the meaning assigned to such term in the Borrower LLC
Agreement.



     Allocation Member has the meaning assigned to such term in the Borrower LLC Agreement.



     Allocation Member Distributions means distributions payable to the Allocation Member
pursuant to and in accordance with the provisions of Section 5.2 of the Borrower LLC Agreement upon
either (i) a Disposition of a Subsidiary that is permitted by Section 7.5(b) of this Agreement or
(ii) with respect to each Subsidiary, the election by the Allocation Member on or after the date
that is five (5) years after the date on which Borrower acquired a controlling interest in such
Subsidiary and at a time when no Event of Default has occurred and is continuing to receive a
distribution in respect thereof and, to the extent incremental federal and state income taxes of
the Allocation Member then due and owing in respect of such distributions and other allocations of
Borrower’s income pursuant to the Borrower LLC Agreement exceed such distributions, the amount of
such excess.



     American Furniture means AFM Holding Corporation, a Delaware corporation.



     Anodyne means Anodyne Medical Device, Inc., a Delaware corporation.



     Applicable Margin means the following:



     With respect to the Term Loan, the Applicable Margin shall mean (i) 3.00%, in the case of the
portion of the Term Loan comprised of Base Rate Loans and (ii) 4.00%, in the case of the portion of
the Term Loan comprised of LIBOR Loans.



     With respect to the Revolving Loans, the Applicable Margin shall mean the applicable rate per
annum corresponding to the applicable Total Debt to EBITDA Ratio, as set forth in the following
table:



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	Total Debt to EBITDA Ratio	 	Revolving Loans	 
	 	 	Base Rate	 	 	LIBOR Rate	 
	> 2.75
	 	 	2.50	%	 	 	3.50	%
	 
	 	 	 	 	 	 
	> 1.75, but £ 2.75
	 	 	2.00	%	 	 	3.00	%
	 
	 	 	 	 	 	 
	£ 1.75
	 	 	1.50	%	 	 	2.50	%
	 
	 	 	 	 	 	 





     The Applicable Margin in respect of the Revolving Loans shall be adjusted quarterly, to the extent
applicable, on the date financial statements are required to be delivered pursuant to Section
6.1.2 (or, in the case of the last Fiscal Quarter of each Fiscal Year, Section 6.1.1)
after the end of each related Fiscal Quarter based on the Total Debt to EBITDA Ratio as of the last
day of such Fiscal Quarter. Notwithstanding the foregoing, (a) if Borrower fails to deliver the
financial statements required by Section 6.1.1 or 6.1.2, as applicable, and the
related Compliance Certificate required by Section 6.1.3, by the respective date required
thereunder after the end of any related Fiscal Quarter, the Applicable Margin in respect of the
Revolving Loans shall be the rates corresponding to the highest tier in the foregoing table until
such financial statements and Compliance Certificate are delivered, and (b) no reduction to the
Applicable Margin in respect of the Revolving Loans shall become effective at any time when an
Event of Default has occurred and is continuing.



     If, as a result of any restatement of or other adjustment to the financial statements of
Borrower or for any other reason, Agent determines (or Borrower determines with the reasonable
concurrence of Agent) that (a) the Total Debt to EBITDA Ratio as calculated by Borrower as of any
applicable date was inaccurate and (b) a proper calculation of the Total Debt to EBITDA Ratio would
have resulted in different pricing for any period, then if the proper calculation of the
Total Debt to EBITDA Ratio would have resulted in higher or lower pricing for such period, then, in
the case of higher pricing, Borrower shall automatically and retroactively be obligated to pay to
Agent, for the benefit of the applicable Lenders, promptly on demand by Agent, an amount equal to
the excess of the amount of interest and fees that should have been paid for such period over the
amount of interest and fees actually paid for such period, and , in the case of lower pricing,
Borrower shall be credited toward future payments owing hereunder an amount equal to the amount of
interest and fees actually paid for such period over the amount of interest and fees that should
have been paid for such period.



     With respect to the Commitment Fee, the Applicable Margin shall mean the applicable rate per
annum corresponding to the average Revolving Outstandings for the Fiscal Quarter most recently
completed, as set forth in the following table:



	 	 	 	 	 
	Average Revolving Outstandings	 	Commitment Fee	 
	£ 33.3% of the Revolving Loan Commitments
	 	 	1.25	%
	 
	 	 	 
	> 33.3% of the Revolving Loan Commitments, but £ 66.6% of the Revolving Loan Commitments
	 	 	1.00	%
	 
	 	 	 
	> 66.6% of the Revolving Loan Commitments
	 	 	0.75	%
	 
	 	 	 





     The Applicable Margin in respect of the Commitment Fee shall be adjusted quarterly, to the
extent applicable, on the same dates that adjustments are made in respect of the Applicable Margin
for Revolving Loans pursuant to the provisions above. Notwithstanding the foregoing, no reduction
to the Applicable Margin in respect of the Commitment Fee shall become effective at any time when
an Event of Default has occurred and is continuing.



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     Approval Fee means, with respect to any New Portfolio Company, a fee payable by
Borrower to Agent, for the ratable benefit of the Revolving Lenders that have timely approved of
the reclassification of such New Portfolio Company as an Existing Portfolio Company in accordance
with their Pro Rata Shares, upon the reclassification of such New Portfolio Company as an Existing
Portfolio Company in an amount equal to one-quarter of one percent (0.25%) of the product of (i)
the New Portfolio Company EBITDA of such New Portfolio Company for the twelve month period ending
on the last day of the month for which financial statements regarding such New Portfolio Company
have been delivered to Agent in accordance with the terms of this Agreement times (ii) 2.5.



     Approved Fund means (a) any fund, trust or similar entity that invests in commercial
loans in the ordinary course of business and is advised or managed by (i) a Lender, (ii) an
Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an Affiliate
of an investment advisor that manages a Lender or (b) any finance company, insurance company or
other financial institution which temporarily warehouses loans for any Lender or any Person
described in clause (a) above.



     Approved Professional means any Person identified on Schedule 1.1 or otherwise
approved by Agent in writing.



     Assignment Agreement means an agreement substantially in the form of Exhibit
A.



     Availability means (a) with respect to an Existing Portfolio Company, the least of (i)
the product of (x) the Existing Portfolio Company EBITDA of such Existing Portfolio Company for the
twelve month period ending on the last day of the month for which financial statements regarding
such Existing Portfolio Company have been most recently delivered to Agent in accordance with the
terms of this Agreement times (y) 2.5; (ii) the sum of (x) the principal balance of the
Qualified Intercompany Debt owing by such Existing Portfolio Company to Borrower plus (y)
the product of (I) 2.5 minus a fraction, the numerator of which shall be the principal balance of
the Qualified Intercompany Debt owing by such Existing Portfolio Company to Borrower and the
denominator of which shall be the Existing Portfolio Company EBITDA of such Existing Portfolio
Company for the twelve month period ending on the last day of the month for which financial
statements regarding such Existing Portfolio Company have been most recently delivered to Agent in
accordance with the terms of this Agreement times (II) the amount of Compass-Owned EBITDA
with respect to such Existing Portfolio Company; and (iii) for any Existing Portfolio Company that
is a Disqualified Portfolio Company, zero; and (b) with respect to any New Portfolio Company, the
least of (i) the product of (x) the New Portfolio Company EBITDA of such New Portfolio Company for
the twelve month period ending on the last day of the month for which financial statements
regarding such New Portfolio Company have been most recently delivered to Agent in accordance with
the terms of this Agreement times (y) 1.5; (ii) the sum of (x) the principal balance of the
Qualified Intercompany Debt owing by such New Portfolio Company to Borrower plus (y) the
product of (I) 1.5 minus a fraction, the numerator of which shall be the principal balance of the
Qualified Intercompany Debt owing by such New Portfolio Company to Borrower and the denominator of
which shall be the New Portfolio Company EBITDA of such New Portfolio Company for the twelve month
period ending on the last day of the month for which financial statements regarding such New
Portfolio Company have been most recently delivered to Agent in accordance with the terms of this
Agreement times (II) the amount of Compass-Owned EBITDA with respect to such New Portfolio
Company; and (iii) for any New Portfolio Company that is a Disqualified Portfolio Company, zero.
It is agreed and understood that the Availability Amount for any Portfolio Company shall in no
event be less than zero.



     Availability Certificate means a certificate substantially in the form of Exhibit
C.



     Base Rate means, for any day, the greater of (a) the rate of interest which is
identified as the “Prime Rate” and normally published in the Money Rates section of The Wall
Street Journal (or, if



5









 






such rate ceases to be so published, as quoted from such other generally available and
recognizable source as Agent may select) and (b) the sum of the Federal Funds Rate plus 0.5%. Any
change in the Base Rate due to a change in such Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in such Prime Rate or the Federal Funds Rate.



     Base Rate Loan means any Loan which bears interest at or by reference to the Base
Rate.



     Borrower has the meaning set forth in the Preamble.



     Borrower Expenses means all cash expenses of Borrower, and all cash expenses of the
Trust reimbursed or otherwise funded by Borrower, in each case excluding fees paid to Manager and
permitted hereunder.



     Borrower LLC Agreement means that certain Second Amended and Restated Operating
Agreement of Borrower dated as of January 9, 2007, as in effect on the date hereof or as modified
in compliance with the provisions hereof.



     Borrowing Availability means, as of any date of determination, an amount equal to the
lesser of (a) the Revolving Loan Commitments and (b) the result of (i) Combined Eligible
Availability minus (ii) Total Debt (excluding Revolving Outstandings and the Term Loan).



     Borrowing Notice means a notice in substantially the form of Exhibit E.



     Business Day means any day on which commercial banks are open for commercial banking
business in Chicago, Illinois and New York, New York, and, in the case of a Business Day which
relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar
market.



     Capital Expenditures means all expenditures which, in accordance with GAAP, would be
required to be capitalized and shown on the consolidated balance sheet of the Trust, but excluding
(i) expenditures made in connection with the replacement, substitution or restoration of assets to
the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of
the loss of or damage to the assets being replaced or restored, (b) with cash awards of
compensation arising from the taking by eminent domain or condemnation of the assets being replaced
or (c) with cash proceeds of Dispositions that are reinvested in accordance with this Agreement and
(ii) expenditures made to fund the purchase price for assets acquired in a Permitted Eligible
Acquisition or a Permitted Ineligible Acquisition.



     Capital Lease means, with respect to any Person, any lease of (or other agreement
conveying the right to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such Person.



     Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not
more than one year after such time, issued or guaranteed by the United States Government or any
agency thereof, (b) commercial paper, or corporate demand notes, in each case (unless issued by a
Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Group or P-l by
Moody’s Investors Service, Inc., (c) any certificate of deposit (or time deposit represented by a
certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or
any overnight Federal Funds transaction that is issued or sold by any Lender (or by a commercial
banking institution that is a member of the Federal Reserve System and has a combined capital and
surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered
into with any Lender (or commercial banking institution of the nature referred to in clause (c)
above) which (i) is secured by a fully perfected security interest in any obligation of the type
described in any of clauses (a) through (c) above and (ii) has a



6









 






market value at the time such repurchase agreement is entered into of not less than 100% of
the repurchase obligation of such Lender (or other commercial banking institution) thereunder, (e)
money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing
requirements and (f) other short term liquid investments approved in writing by Agent.



     CBS means CBS Personnel Holdings, Inc., a Delaware corporation.



     CGI means Compass Group Investments, Inc., a Bahamian international business company.



     Clause I Excess Proceeds has the meaning set forth in Section 2.10.2(b).



     Clause II Excess Proceeds has the meaning set forth in Section 2.10.2(b).



     Clause I Revolver Application Date has the meaning set forth in Section
2.10.2(b).



     Clause II Revolver Application Date has the meaning set forth in Section
2.10.2(b).



     Closing Date means November 21, 2006.



     Collateral has the meaning set forth in the Collateral Agreement.



     Collateral Agreement means the Collateral Agreement dated as of the Closing Date by
Borrower in favor of Agent and Lenders, as amended, restated or otherwise modified from time to
time.



     Collateral Assignment means each agreement in form and substance reasonably
satisfactory to Agent between Borrower and Agent pursuant to which Borrower has collaterally
assigned to Agent to secure the Obligations its rights under Existing Portfolio Company Acquisition
Documents, New Portfolio Company Acquisition Documents, acquisition documents with respect to an
Acquisition of an Outside Company, or Intercompany Debt Documents (as applicable).



     Collateral Documents means, collectively, the Collateral Agreement, each Mortgage,
each Collateral Assignment, the Management Fee Subordination Agreement, and each other agreement or
instrument pursuant to or in connection with which Borrower, the Trust or any other Person grants a
security interest in any Collateral to Agent for the benefit of Lenders, each as amended, restated
or otherwise modified from time to time.



     Combined Eligible Availability means, at any time, the lesser of (i) the sum of (x)
the combined total of the Availability for each Existing Portfolio Company at such time
plus (y) the combined total of the Availability for each New Portfolio Company at such time
and (ii) the aggregate principal balance of the Qualified Intercompany Debt then outstanding;
provided, that if the aggregate amount of the Combined Eligible Availability attributable
to any one Portfolio Company, or any group of Portfolio Companies operating in the same business
industry, exceeds 35%, then any such excess amounts shall be excluded from the amount of Combined
Eligible Availability.



     Commitment means as to any Lender, such Lender’s Pro Rata Revolving Share of the
Revolving Loan Commitment and such Lender’s Pro Rata Share of the Term Loan Commitment.



     Commitment Fee means the fee payable by Borrower to Lenders pursuant to Section
2.8.1.




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     Compass-Owned EBITDA means, with respect to any Portfolio Company, the product of
(i) the Existing Portfolio Company EBITDA or New Portfolio Company EBITDA (as applicable) of such
Portfolio Company for the twelve month period ending on the last day of the month for which
financial statements regarding such Portfolio Company have been most recently delivered to Agent in
accordance with the terms of this Agreement times (ii) the percentage of the equity
interests in such Portfolio Company that are directly or indirectly owned and controlled by
Borrower (on a fully-diluted basis).



     Compliance Certificate means a certificate substantially in the form of Exhibit
B.



     Computation Period means each period of four consecutive Fiscal Quarters ending on the
last day of a Fiscal Quarter (commencing with the Four Fiscal Quarters ending on or about (i)
December 31, 2007, in the case of Section 7.14.3 and (ii) March 31, 2008, in the case of
all other financial covenants); provided, that solely for purposes of calculating the
Interest Coverage Ratio under Section 7.14.2 and the Fixed Charge Coverage Ratio under
Section 7.14.1, the Computation Period for the Fiscal Quarters ending March 31, 2008, June
30, 2008 and September 30, 2008 shall be the period commencing on January 1, 2008 and ending on the
last day of such Fiscal Quarter.



     Consolidated EBITDA means the remainder of (i) sum of (x) the combined total of the
Existing Portfolio Company EBITDA for each Existing Portfolio Company plus (y) the combined
total of the New Portfolio Company EBITDA for each New Portfolio Company, minus (ii)
Minority Net Income.



     Consolidated Net Income means, with respect to any Person for any period, the
consolidated net income (or loss) of such Person for such period, excluding any gains or
non-cash losses from Dispositions, any extraordinary gains or extraordinary non-cash losses and any
gains or non-cash losses from discontinued operations.



     Contingent Obligation means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or
otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness,
obligation or other liability of any other Person (other than by endorsements of instruments in the
course of collection), or guarantees the payment of dividends or other distributions upon the
shares of any other Person. The amount of any Person’s obligation in respect of any Contingent
Obligation shall (subject to any limitation set forth therein) be deemed to be the principal amount
of the debt, obligation or other liability supported thereby.



     Controlled Group means all members of a controlled group of corporations and all
members of a controlled group of trades or businesses (whether or not incorporated) under common
control which, together with Borrower, are treated as a single employer under Section 414 of the
IRC or Section 4001 of ERISA.



     Conversion/Continuation Notice means a notice in substantially the form of Exhibit
F.



     Debt of any Person means, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person as lessee under Capital Leases which have been or should be
recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d)
all obligations of such Person to pay the deferred purchase price of property or services
(excluding trade accounts payable in the ordinary course of business), (e) all indebtedness secured
by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed
by such Person (with the amount thereof being measured as the fair market value of such property),
(f) all obligations, contingent or otherwise, with respect to letters of credit (whether or not
drawn), banker’s acceptances and surety bonds issued for the



7









 





account of such Person (including the
Letters of Credit, but excluding the SES Letter of Credit to the extent that it is covered by an
indemnity obligation from Allied Capital Corporation), (g) all Hedging Obligations of such Person,
(h) all Contingent Obligations of such Person, (i) all non-compete payment obligations and earn-out
and similar obligations, (j) all indebtedness of any partnership of which such Person is a general
partner and (k) all obligations of such Person under any synthetic lease transaction, where such
obligations are considered borrowed money indebtedness for tax purposes but the transaction is
classified as an operating lease in accordance with GAAP.



     Default means any event that, if it continues uncured, will, with the lapse of time or
the giving of notice or both, constitute an Event of Default.



     Disposition means, as to any asset or right of Borrower or any of the Subsidiaries,
(a) any sale, lease, assignment or other transfer by a Portfolio Company (other than (1) among
entities that are within the same Portfolio Company or within the same Outside Company and (2) any
sale, lease, assignment or other transfer involving substantially all of the assets or equity
interests of a Portfolio Company or Outside Company), (b) any sale, lease assignment or other
transfer by Borrower or, without duplication, any sale, lease, assignment or other transfer
involving substantially all of the assets or equity interests of a Portfolio Company or Outside
Company, (c) any loss, destruction or damage thereof or (d) any condemnation, confiscation,
requisition, seizure or taking thereof, in each case excluding (i) Dispositions in any Fiscal Year,
the Net Cash Proceeds of which do not in the aggregate exceed (x) with respect to a Portfolio
Company or with respect to an Outside Company, the amount (exclusive of amounts received in
connection with transfers described in (ii) below) that is equal to 15% of the net book value of
the tangible assets of such Portfolio Company or Outside Company (as applicable) as of the last day
of the most recently ended fiscal year of such Portfolio Company or Outside Company (as
applicable), and (y) with respect to Borrower, $50,000, and (ii) the sale or other transfer of
Inventory in the ordinary course of business.



     Disqualified Portfolio Company means, as of any date, a Portfolio Company (a) that is
not Solvent, (b) in respect of which an Insolvency Event has occurred or (c) that is in payment
default under an Intercompany Debt Document where such payment has continued unremedied for a
period of at least 90 days.



     Dollar and $ mean lawful money of the United States of America.



     Domestic Subsidiary means any Subsidiary that is incorporated or organized under the
laws of a State within the United States of America or the District of Columbia.



     Enforcement Action means (a) any action by Agent or a Lender to enforce any Lien in
respect of any Collateral, including any foreclosure proceeding, any public or private sale, or any
other Disposition pursuant to Article 9 of the Uniform Commercial Code as in effect from time to
time in the State of Illinois, (b) the exercise of any other right or remedy provided to Agent or a
Lender under the Loan Documents or applicable law with respect to the Collateral, including the
taking of control, retention or possession of, or the exercise of any right of set-off with respect
to the Collateral, (c) any action by Agent or a Lender to retain or cause Borrower or
any Subsidiary to retain a broker or investment banker, to prepare for and consummate the sale
of any material portion of Collateral, so long as such actions are diligently pursued in good
faith, (d) the Disposition of Collateral by Borrower or any Subsidiary after the occurrence and
during the continuation of an Event of Default, with the consent of Agent, (e) the commencement by
Agent or any Lender of any legal proceedings or actions against or with respect to Borrower or any
Subsidiary or any of Borrower’s or any Subsidiary’s property or assets or any Collateral to
facilitate any of the actions described in clause (a), or (f) the commencement of, or the joinder
with any creditor in commencing, any Insolvency Event against Borrower or any Subsidiary or the
Collateral.



8









 





     Environmental Claims means all claims, however asserted, by any governmental,
regulatory or judicial authority or other Person alleging liability or responsibility for a
material violation of any Environmental Law, or for release or injury to the environment or any
Person or property.



     Environmental Laws means all present or future federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any governmental authority, in each case relating to any matter arising out of or relating to
health and safety, or pollution or protection of the environment or workplace, including any of the
foregoing relating to the presence, use, production, generation, handling, transport, treatment,
storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.



     ERISA means the Employee Retirement Income Security Act of 1974, as amended.



     Event of Default means any of the events described in Section 8.1.



     Excess Cash Flow means, for any period, the remainder of (a) the sum of (i)
Consolidated            EBITDA for such period, plus (ii) any net decrease in Adjusted Working Capital
during such period, minus (b) the sum, without duplication, of ( i) scheduled
repayments of principal of Term Loans and other Debt of Borrower and the Subsidiaries (in respect
of Debt permitted in accordance with Section 7.1) made during such period, in each case
excluding any repayments made in respect of Intercompany Debt, plus (ii) voluntary
prepayments of the Term Loans pursuant to Section 2.10.1 during such period, plus
(iii) cash payments (not financed with the proceeds of Debt other than Revolving Loans) made
in such period with respect to Capital Expenditures, plus (iv) all federal, state, local
and foreign income taxes paid in cash by Borrower and the Subsidiaries, or paid in cash by Trust
with the proceeds of the tax distributions by Borrower permitted under Section 7.4, during
such period, plus (v) all Interest Expense in respect of Debt permitted in accordance with
Section 7.1 paid in cash by Borrower and the Subsidiaries during such period, (vi)
Management Fees paid in cash during such period to the extent permitted under Section 7.4
and added back in the calculation of Consolidated EBITDA, plus (vii) any net increase in Adjusted
Working Capital during such period.



     Excess Cash Flow Certificate means a certificate substantially in the form of
Exhibit G.



     Exchange Act means the Securities Exchange Act of 1934, as amended.



     Existing Portfolio Companies means (i) Advanced Circuits, together with its
Wholly-Owned Subsidiaries as of the Closing Date, (ii) Aeroglide, together with its Wholly-Owned
Subsidiaries as of the Third Amendment Date, (iii) American Furniture, together with its
Wholly-Owned Subsidiaries as of the Third Amendment Date, (iv) Anodyne, together with its
Wholly-Owned Subsidiaries as of the Third Amendment Date, (v) CBS, together with its Wholly-Owned
Subsidiaries as of the Closing Date, (vi) Halo, together with its Wholly-Owned Subsidiaries as of
the Third Amendment Date, (vii) Silvue, together with its Wholly-Owned Subsidiaries as of the
Closing Date, and (viii) any New Portfolio Company, together with its Wholly-Owned Subsidiaries,
with respect to which a reclassification as an Existing Portfolio Company has been approved by
Required Lenders in their sole discretion (it being agreed and understood that Lenders shall make
reasonable efforts to indicate their response within 15 days of receiving a request for a
reclassification of a New Portfolio Company as an Existing Portfolio Company) and an Approval Fee
for such New Portfolio Company has been paid, in each case to the extent that any such company
remains a Subsidiary of Borrower.



     Existing Portfolio Company Acquisition Documents means the primary acquisition
documents governing the acquisition of any of the Existing Portfolio Companies.



9









 





     Existing Portfolio Company EBITDA means, for any Existing Portfolio Company for any
period, Consolidated Net Income of such Existing Portfolio Company plus, to the extent
deducted in determining such Consolidated Net Income (and without duplication), (i) the
consolidated interest expense of such Existing Portfolio Company (including all imputed interest on
Capital Leases), (ii) income tax expense of such Existing Portfolio Company, (iii) depreciation and
amortization of such Existing Portfolio Company, (iv) Management Fees paid that are permitted under
Section 7.4 and satisfied by or otherwise allocable to such Existing Portfolio Company, (v)
non-cash charges incurred to reflect any in-process research and development acquired by Borrower
at the time of its acquisition of such Existing Portfolio Company, (vi) expense in respect of any
forgiveness of non-cash loans to management of such Existing Portfolio Company, and (vii) other
non-cash expenses (or less gains or income) deducted in the determination of such Consolidated Net
Income and for which no cash outlay (or cash receipt) is foreseeable prior to the Termination Date;
provided, that (x) with respect to an Existing Portfolio Company that was previously a New
Portfolio Company, for periods prior to the acquisition of such Existing Portfolio Company pursuant
to a Permitted Eligible Acquisition, the amount of such Existing Portfolio Company EBITDA shall be
equal to the Pro Forma EBITDA of such Existing Portfolio Company for such period, (y)
notwithstanding anything to the contrary contained herein, no Pro Forma EBITDA of Tasco shall be
included in Halo’s Existing Portfolio Company EBITDA and Tasco’s Existing Portfolio Company EBITDA
shall be limited to periods after the consummation of the acquisition of Tasco by Halo; and (z)
notwithstanding anything to the contrary contained herein, for each of the calendar months
preceding the Closing Date set forth below, the Existing Portfolio Company EBITDA for each Existing
Portfolio Company shall be deemed to be the amount set forth below opposite such month:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	January 2007	 	 	February 2007	 	 	March 2007	 	 	April 2007	 
	Anodyne
	 	$	452,000	 	 	$	229,000	 	 	$	899,000	 	 	$	396,000	 
	Advanced Circuits
	 	$	1,658,000	 	 	$	1,777,000	 	 	$	1,975,000	 	 	$	1,712,000	 
	Aeroglide
	 	$	1,296,000	 	 	$	729,000	 	 	$	1,135,000	 	 	$	972,000	 
	American Furniture
	 	$	2,088,000	 	 	$	2,029,000	 	 	$	2,327,000	 	 	$	1,390,000	 
	CBS
	 	$	904,000	 	 	$	682,000	 	 	$	2,722,000	 	 	$	1,693,000	 
	Halo
	 	 	($247,000	)	 	$	423,000	 	 	 	($222,000	)	 	 	($147,000	)
	Silvue
	 	$	556,000	 	 	$	715,000	 	 	$	552,000	 	 	$	630,000	 






10









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	May 2007	 	 	June 2007	 	 	July 2007	 	 	August 2007	 	 	September 2007	 
	Anodyne
	 	$	237,000	 	 	$	346,000	 	 	$	612,000	 	 	$	735,000	 	 	$	392,000	 
	Advanced Circuits
	 	$	1,890,000	 	 	$	1,915,000	 	 	$	1,797,000	 	 	$	1,936,000	 	 	$	1,889,000	 
	Aeroglide
	 	$	804,000	 	 	$	957,000	 	 	$	415,000	 	 	$	595,000	 	 	$	460,000	 
	American Furniture
	 	$	1,261,000	 	 	$	979,000	 	 	$	870,000	 	 	$	1,032,000	 	 	$	1,160,000	 
	CBS
	 	$	1,638,000	 	 	$	2,500,000	 	 	$	1,495,000	 	 	$	2,174,000	 	 	$	3,599,000	 
	Halo
	 	$	587,000	 	 	$	883,000	 	 	$	106,000	 	 	$	1,166,000	 	 	$	1,447,000	 
	Silvue
	 	$	598,000	 	 	$	603,000	 	 	$	622,000	 	 	$	555,000	 	 	$	687,000	 






     Existing US Bank Letters of Credit means the letters of credit that are specified on
the Schedule 1.2 attached hereto.



     Federal Funds Rate means, for any day, a rate per annum (rounded upward to the nearest
1/100th of 1%) equal to the rate published by the Federal Reserve Bank of New York on the preceding
Business Day or, if no such rate is so published, the average rate per annum, as determined by
Agent, quoted for overnight Federal Funds transactions last arranged prior to such day.



     Fee and Syndication Letter means, that certain fee and syndication letter dated as of
even date herewith by Agent and acknowledged by Borrower, as amended, restated or otherwise
modified from time to time.



     Fiscal Quarter means a fiscal quarter of a Fiscal Year.



     Fiscal Year means the fiscal year of Borrower, which period shall be the 12-month
period ending on December 31 of each year.



     Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the
remainder for such period of (i) Consolidated EBITDA minus (ii) the sum of all income
taxes, and tax distributions described in Section 7.4, paid or payable in cash by Borrower
and the Subsidiaries, minus (iii) all Capital Expenditures minus (iv) the aggregate
amount of Management Fees paid in cash by Borrower and/or the Portfolio Companies pursuant to the
Management Fee Documents minus (v) Borrower Expenses to (b) the sum for such period
of (i) Interest Expense accrued for such Computation Period and paid or payable in cash at anytime
(excluding in all instances any interest paid in kind), plus (ii) required payments of principal of
Debt (excluding the Revolving Loans and excluding required payments of principal in respect of
Qualified Intercompany Debt).



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



11









 





     FRB means the Board of Governors of the Federal Reserve System or any successor
thereto.



     GAAP means generally accepted accounting principles in effect in the United States of
America set forth from time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable
stature and authority within the U.S. accounting profession), which are applicable to the
circumstances as of the date of determination.



     Halo means Halo Holding Corporation, a Delaware corporation.



     Hazardous Substances means hazardous waste, hazardous substance, pollutant,
contaminant, toxic substance, oil, hazardous material, chemical or other substance regulated by any
Environmental Law.



     Hedging Obligation means, with respect to any Person, any liability of such Person
under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement,
and any other agreement or arrangement designed to protect a Person against fluctuations in
interest rates, currency exchange rates or commodity prices. The amount of any Person’s obligation
in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be
reflected in the financial statements of such Person in accordance with GAAP.



     Increase Request has the meaning set forth in Section 2.1.3.



     Insolvency Event means, in respect of any Portfolio Company, such Portfolio Company
becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay,
debts as they become due; or such Portfolio Company applies for, consents to, or acquiesces in the
appointment of a trustee, receiver or other custodian for such Portfolio Company or any property
thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver or other custodian is appointed for such
Portfolio Company or for a substantial part of the property of any thereof and is not discharged
within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced
in respect of such Portfolio Company, and if such case or proceeding is not commenced by such
Portfolio Company, it is consented to or acquiesced in by such Portfolio Company, or remains for 60
days undismissed; or such Portfolio Company takes any action to authorize, or in furtherance of,
any of the foregoing.



     Intercompany Debt means any Debt owing by a Portfolio Company or an Outside Company to
Borrower.



     Intercompany Debt Document means any agreement that governs, guarantees or secures any
Intercompany Debt.



     Interest Coverage Ratio means, for any Computation Period, the ratio of (a) the
remainder of (i) Consolidated EBITDA for such Computation Period minus (ii) the aggregate
amount of Management Fees paid in cash by Borrower and/or the Portfolio Companies pursuant
to the Management Fee Documents minus (iii) Borrower Expenses to (b) Interest Expense
accrued for such Computation Period and paid or payable in cash at anytime by Borrower and the
Subsidiaries (excluding in all instances any interest paid in kind).

12









 







     Interest Expense means, for any period, the consolidated interest expense (net of
interest income of Borrower) of the Trust, Borrower and the Subsidiaries for such period (including
all imputed interest on Capital Leases, but excluding interest expense of the Portfolio Companies
in respect of Qualified Intercompany Debt).



     Interest Period means, as to any LIBOR Loan, the period commencing on the date such
Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two,
three or six months thereafter, as selected by Borrower pursuant to Section 2.2.2 or
2.2.3, as the case may be; provided, that: (a) if any Interest Period would otherwise end
on a day that is not a Business Day, such Interest Period shall be extended to the following
Business Day unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the preceding Business
Day; (b) any Interest Period that begins on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period shall end on the last Business Day of
the calendar month at the end of such Interest Period; (c) Borrower may not select an Interest
Period for a Revolving Loan which would extend beyond the scheduled Termination Date and (d)
Borrower may not select any Interest Period for the Term Loan if, after giving effect to such
selection, the aggregate principal amount of the portion of the Term Loan having Interest Periods
ending after any date on which an installment of the Term Loan is scheduled to be repaid would
exceed the aggregate principal amount of the Term Loan scheduled to be outstanding after giving
effect to such repayment.



     Inventory has the meaning set forth in the Collateral Agreement.



     Investment means, with respect to any Person, (a) the purchase of any debt or equity
security of any other Person, (b) the making of any loan or advance to any other Person, (c)
becoming obligated with respect to a Contingent Obligation in respect of obligations of any other
Person (other than travel and similar advances to employees in the ordinary course of business) or
(d) the making of an Acquisition.



     Investment Affiliate means, with respect to Manager, any fund or investment vehicle
that (a) is organized by Manager for the purpose of making equity or debt investments in one or
more companies and (b) is controlled by Manager. For purposes of this definition “control” means
the power to direct or cause the direction of management and policies of a Person, whether by
contract or otherwise.



     IRC means the Internal Revenue Code of 1986, as amended.



     Issuing Lender means Madison, or such other financial institution approved by Agent
and specified to Borrower by Agent.



     Legal Costs means, with respect to any Person, (a) all reasonable fees and charges of
any counsel, accountants, auditors, appraisers, consultants and other professionals to such Person,
(b) the reasonable allocable cost of internal legal services of such Person and all reasonable
disbursements of such internal counsel and (c) all court costs and similar legal expenses.



     Lenders has the meaning set forth in the Preamble.



     Letter of Credit has the meaning set forth in Section 2.3.1.



     Letter of Credit Fee means the fee payable by Borrower to Lenders pursuant to
Section 2.8.2.



     LIBOR Loan means any Loan which bears interest at a rate determined by reference to
the LIBOR Rate.



13









 





     LIBOR Rate means, with respect to any LIBOR Loan for any Interest Period, a rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to (i) the offered rate
for deposits in Dollars for the applicable Interest Period and for the amount of the applicable
LIBOR Loan that appears on Telerate Page 3750 at 11:00 a.m. London time (or, if not so appearing,
as published in the “Money Rates” section of The Wall Street Journal or another national
publication selected by Agent) two Business Days prior to the first day of such Interest Period,
divided by (ii) the sum of one minus the daily average during such Interest Period of the aggregate
maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the FRB for
“Eurocurrency Liabilities” (as defined therein).



     Lien means, with respect to any Person, any interest granted by such Person in any
real or personal property, asset or other right owned or being purchased or acquired by such Person
which secures payment or performance of any obligation and shall include any mortgage, lien,
encumbrance, charge or other security interest of any kind, whether arising by contract, as a
matter of law, by judicial process or otherwise.



     Loan Documents means this Agreement, the Notes, the Letters of Credit, the Collateral
Documents, the Fee and Syndication Letter, and all documents, instruments and agreements delivered
in connection with the foregoing, all as amended, restated or otherwise modified from time to time.



     Loans means the Revolving Loans and the Term Loan.



     Madison has the meaning set forth in the Preamble.



     Management Fee Agreement means that certain Management Services Agreement, dated as of
May 16, 2006, by and between Borrower and Manager, as amended on November 8, 2006 and as may from
time to time hereafter be amended as permitted hereby.



     Management Fee Documents means collectively, the Management Fee Agreement and each
management services agreement entered into between a Portfolio Company and the Manager or an
Affiliate of the Manager having terms whereby payments made under such management services
agreement by such Portfolio Company reduce on a dollar-for-dollar basis the total payment
obligations of Borrower under the Management Fee Agreement.



     Management Fee Subordination Agreement means an agreement satisfactory to Agent in
form and substance among Agent and the parties to the Management Fee Documents that subordinates
the obligations of the Borrower under the Management Fee Documents to the Obligations upon the
occurrence and continuation of an Acceleration Event and the commencement of an exercise of
remedies against any portion of the Collateral by Agent.



     Management Fees means all fees paid to Manager pursuant to the Management Fee
Documents.



     Manager means Compass Group Management LLC, a Delaware limited liability company.



     Margin Stock means any “margin stock” as defined in Regulation T, U or X of the FRB.



     Material Adverse Effect means (a) a material adverse change in, or a material adverse
effect upon, the financial condition, operations, assets, business, properties or prospects of (i)
Borrower or (ii) a Portfolio Company, (b) a material impairment of the ability of Borrower to
perform any of its Obligations under any Loan Document or (c) a material adverse effect upon any
substantial portion of the



14









 





     Collateral under the Collateral Documents or upon the legality,
validity, binding effect or enforceability against Borrower of any Loan Document.



     Minority Net Income means, for any period, (x) with respect to any Portfolio Company,
the product of (i) the Consolidated Net Income of such Portfolio Company for such period
times (ii) the percentage of the equity interests in such Portfolio Company that are not
directly or indirectly owned and controlled by Borrower and (y) with respect to the Portfolio
Companies collectively, the combined Minority Net Income for each Portfolio Company for such
period.



     Mortgage means each mortgage, deed of trust, leasehold mortgage or similar instrument,
if any, granting Agent a Lien on a real property interest of Borrower, as amended, restated or
otherwise modified from time to time.



     Multiemployer Pension Plan means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which Borrower or any member of the Controlled Group may have any
liability.



     Net Cash Proceeds means:




     (a) with respect to any Disposition, the aggregate cash proceeds (including cash
proceeds received pursuant to policies of insurance and by way of deferred payment of
principal pursuant to a note, installment receivable or otherwise, but only as and when
received) received by the Trust, Borrower or any Subsidiary pursuant to such Disposition
net of (i) the reasonable direct costs relating to such Disposition (including, without
duplication, sales commissions and legal, accounting and investment banking fees,
commissions and expenses, any Transaction Services Fee required to be paid to Manager as a
result of such Disposition and permitted under Section 7.4, and any Allocation
Member Distributions payable to the Allocation Member as a result of such Disposition),
(ii) any portion of such proceeds deposited in an escrow account pursuant to the
documentation relating to such Disposition (provided that such amounts shall be treated as
Net Cash Proceeds upon their release from such escrow account to Borrower or the applicable
Subsidiary), (iii) taxes paid or reasonably estimated by Borrower to be payable as a result
thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements), (iv) amounts required to be applied to the repayment of any Debt
secured by a Lien prior to (1) the Lien of Agent, in the case of assets of Borrower, or (2)
the Lien of Borrower pursuant to Qualified Intercompany Debt Documents, in the case of
assets of a Subsidiary, on the asset subject to such Disposition, (v) in the case of a
Disposition by a Subsidiary at a time when the balance of the Intercompany Debt owed by
such Subsidiary is zero, the portion of such proceeds paid to equityholders of such
Subsidiary other than Borrower or another Subsidiary as a pro rata distribution at time of
the distribution of the proceeds of such Disposition by such Subsidiary to its
equityholders, (vi) in the case of a Disposition by an Outside Company, the portion of such
proceeds paid in satisfaction of Outside Debt owing by such Outside Company, and (vii) so
long as no Event of Default exists, (A) with respect to any Disposition described in clause
(a) of the definition thereof, all money actually applied within the 180 day period
commencing on the date of such Disposition to replace such
assets with assets that are useful to the business of the applicable Portfolio Company
or Outside Company, and (B) with respect to any Disposition described in clause (c) or (d)
of the definition thereof, all money actually applied within 180 days to repair, replace or
reconstruct damaged property or property affected by loss, destruction, damage,
condemnation, confiscation, requisition, seizure or taking; and




     (b) with respect to any issuance of equity securities, the aggregate cash proceeds
received by Borrower pursuant to such issuance, net of the reasonable direct costs relating
to such issuance (including reasonable sales and underwriter’s commission).



15









 





     New Portfolio Company means (i) a Target acquired after the Closing Date by Borrower
as a new portfolio company pursuant to a Permitted Eligible Acquisition or (ii) a Target acquired
after the Closing Date by an Existing Portfolio Company as an add-on acquisition by such Existing
Portfolio Company in a Permitted Eligible Acquisition, in each case together with the Wholly-Owned
Subsidiaries of such Target and to the extent that any such Target remains a Subsidiary of Borrower
and has not been reclassified as an Existing Portfolio Company. For the avoidance of doubt, the
New Portfolio Companies shall in all instances exclude any Outside Companies.



     New Portfolio Company Acquisition Documents means the primary acquisition documents
governing the acquisition of any of the New Portfolio Companies.



     New Portfolio Company EBITDA means, for any New Portfolio Company for any period, (x)
with respect to periods after the acquisition of such New Portfolio Company pursuant to a Permitted
Eligible Acquisition, Consolidated Net Income of such New Portfolio Company plus, to the
extent deducted in determining such Consolidated Net Income, (i) the consolidated interest expense
of such New Portfolio Company (including all imputed interest on Capital Leases), (ii) income tax
expense of such New Portfolio Company, (iii) depreciation and amortization of such New Portfolio
Company, (iv) Management Fees paid that are permitted under Section 7.4 and satisfied by or
otherwise allocable to such New Portfolio Company, (v) non-cash charges incurred to reflect any
in-process research and development acquired by Borrower at the time of its acquisition of such New
Portfolio Company, (vi) expense in respect of any forgiveness of non-cash loans to management of
such New Portfolio Company, and (vii) other non-cash expenses (or less gains or income) deducted in
the determination of such Consolidated Net Income and for which no cash outlay (or cash receipt) is
foreseeable prior to the Termination Date; and (y) with respect to periods prior to the acquisition
of such New Portfolio Company pursuant to a Permitted Eligible Acquisition, Pro Forma EBITDA for
such New Portfolio Company.



     Note means a promissory note substantially in the form of Exhibit D, as the
same may be amended, restated or otherwise modified from time to time.



     Obligations means all liabilities, indebtedness and obligations (monetary (including
post-petition interest, allowed or not) or otherwise) of the Borrower under this Agreement, any
other Loan Document, any Collateral Document or any other document or instrument executed in
connection herewith or therewith and all Hedging Obligations permitted hereunder which are owed to
any Lender or its Affiliate, in each case howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to become due. It is
agreed and understood that the Obligations shall include any reimbursement obligations of any
Person that are owing to Issuing Lender in respect of the Existing US Bank Letters of Credit.



     Outside Company means a Subsidiary of Borrower (and not of any Portfolio Company)
acquired pursuant to a Permitted Ineligible Acquisition, together with any Subsidiaries of such
Subsidiary and any Acquisition Subsidiary formed to consummate such Permitted Ineligible
Acquisition.



     Outside Debt means (i) Indebtedness that does not constitute Qualified Intercompany
Indebtedness and is incurred or assumed by an Outside Company in connection with the Acquisition of
such Outside Company pursuant to a Permitted Ineligible Acquisition and (ii) any Indebtedness
incurred by an Outside Company subsequent to the Acquisition of such Outside Company pursuant to a
Permitted Ineligible Acquisition.



     Paid in Full, Pay in Full or Payment in Full means, with respect to
any Obligations, (a) the payment in full in cash of all such Obligations (other than (i) contingent
indemnification obligations to the extent no claim giving rise thereto has been asserted and (ii)
Hedging Obligations that, at the time of determination, are allowed by the Person that such Hedging
Obligations are owing to



16









 





remain outstanding or are not required to be repaid or cash collateralized
pursuant to the provisions of any document governing the Hedging Obligations), (b) the termination
or expiration of all of the Revolving Loan Commitments and (c) in connection with the termination
or expiration of the Revolving Loan Commitments, either (i) the cancellation and return to Agent of
all Letters of Credit or (ii) the cash collateralization of all Letters of Credit (in an amount
equal to 105% of the Stated Amount of such Letters of Credit) in a manner reasonably acceptable to
Agent.



     PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.



     Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA,
which is subject to Title IV of ERISA (other than a Multiemployer Pension Plan), and to which
Borrower or any member of the Controlled Group may have any liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.



     Permitted Eligible Acquisition means any Acquisition by (i) an Acquisition Subsidiary
of Borrower of all or substantially all of the assets of a Person as a New Portfolio Company of
Borrower, or of all or substantially all of any business or division of a Person as a New Portfolio
Company of Borrower, (ii) Borrower of no less than a voting majority of the capital stock,
partnership interests, membership interests or equity of any Person as a New Portfolio Company of
Borrower, (iii) a Portfolio Company (or an Acquisition Subsidiary of such Portfolio Company) of all
or substantially all of the assets of a Person as an add-on acquisition for such Portfolio Company,
or of all or substantially all of any business or division of a Person as an add-on acquisition for
such Portfolio Company or (iv) a Portfolio Company of no less than 100% of the capital stock,
partnership interests, membership interests or equity of any Person as an add-on acquisition for
such Portfolio Company, in each case to the extent that each of the conditions precedent set forth
in Annex III shall have been satisfied; provided, however, that if such Acquisition
is otherwise a Permitted Eligible Acquisition under clauses (iii) or (iv) hereof and the aggregate
consideration to be paid in such Acquisition is $10,000,000 or less, then the conditions set forth
in clauses (1), (4), (8) and (10) of Annex III shall not be required to be satisfied and the
condition set forth in clause (12) of Annex III shall not be required to be satisfied until thirty
(30) days after giving effect to such Acquisition; and provided, further, that in
the case of any such Acquisition, (x) the Target shall be assigned the same multiple for purposes
of Availability as the
Portfolio Company consummating such Acquisition and (y) there shall be no Pro Forma EBITDA of
the Target included in the Existing Portfolio Company EBITDA (or New Portfolio Company EBITDA, as
applicable) of the Portfolio Company consummating such Acquisition, with Existing Portfolio Company
EBITDA (or New Portfolio Company EBITDA, as applicable) for the Target being acquired to be limited
to periods after the consummation of such Acquisition. It is agreed and understood that the SES
Add-On Acquisition shall be considered a Permitted Eligible Acquisition.



     Permitted Ineligible Acquisition means any Acquisition that is funded in whole or in
part by Outside Debt incurred only after Required Lenders have refused to allow for the treatment
of the applicable Target in such Acquisition as an Existing Portfolio Company in accordance with
the provisions hereof and where (i) an Acquisition Subsidiary of Borrower has acquired all or
substantially all of the assets of a Person as an Outside Company, or of all or substantially all
of any business or division of a Person as an Outside Company or (ii) Borrower has acquired no less
than a voting majority of the capital stock, partnership interests, membership interests or equity
of any Person as an Outside Company, in each case to the extent that each of the conditions
precedent set forth in Annex IV shall have been satisfied.



     Permitted Trust Merger means a merger of the Trust with and into Borrower, with
Borrower as the surviving company, which is consummated with prior written notice to Agent and in



17









 





compliance with the Trust Agreement and applicable law, and otherwise on terms and conditions
reasonably acceptable to Agent.



     Person means any natural person, corporation, partnership, trust, limited liability
company, association, governmental authority or unit, or any other entity, whether acting in an
individual, fiduciary or other capacity.



     Portfolio Companies means the Existing Portfolio Companies and the New Portfolio
Companies, and shall in all instances exclude any Outside Companies.



     Portfolio Company Leverage Ratio means, for any Portfolio Company as of any date of
determination, the ratio of (a) all Debt (other than Debt described in clauses (h) and (i) of the
definition thereof unless such Debt is reflected on the balance sheet of such Portfolio Company as
a liability in accordance with GAAP) of such Portfolio Company, determined on a consolidated basis
for such Portfolio Company to (B) the Existing Portfolio Company EBITDA or New Portfolio Company
EBITDA (as applicable) of such Portfolio Company for the twelve month period ending on the last day
of the month for which financial statements regarding such Portfolio Company have been most
recently delivered to Agent in accordance with the terms of this Agreement.



     Prior Debt means the Debt listed on Schedule 4.1.3.



     Pro Forma EBITDA means, for any Person, EBITDA for such Person as calculated in
accordance with clause (x) of the definition of New Portfolio Company EBITDA for the most recent
period for which financial statements are made available to Agent at the time of determination, and
as adjusted by extraordinary expenses, increased costs, identifiable and verifiable expense
reductions and excess management compensation, if any, in each case calculated by Borrower in
accordance with the requirements of GAAP and Article XI of regulation S-X under the Exchange Act
and verified by an Approved Professional.



     Pro Rata Share means, with respect to any Lender, (i) with respect to the Revolving
Loan Commitment and the Revolving Loans, the applicable percentage (as adjusted from time to time
in accordance with the terms hereof) specified opposite such Lender’s name on Annex I which
corresponds to the Revolving Loan Commitment, which percentage shall be with respect to Revolving
Outstandings if the Revolving Loan Commitments have terminated, (ii) with respect to the Term Loan,
the applicable percentage (as adjusted from time to time in accordance with the terms hereof)
specified opposite such Lender’s name on Annex I which corresponds to the Term Loan, and
(iii) with respect to the Loans and Commitments collectively, the percentage obtained by dividing
(a) the sum of the Revolving Loan Commitment of such Lender (or, in the event the Revolving Loan
Commitment shall have been terminated, such Lender’s then existing Revolving Outstandings), plus
such Lender’s then outstanding principal amount of the Term Loan by (b) the sum of the Revolving
Loan Commitment (or, in the event the Revolving Loan Commitment shall have been terminated, the
then existing Revolving Outstandings) of all Lenders, plus the then outstanding principal amount of
the Term Loan of all Lenders.



     Public Market means a recognized public market for trading of securities on which
shares of all or substantially all of the issued and outstanding equity interests in the Trust have
been distributed by means of an effective registration statement under the Securities Act of 1933,
as amended.



     Purchase Notice has the meaning set forth in Section 8.3.1.



     Qualified Intercompany Debt means, without duplication, Intercompany Debt that is
owing by a Portfolio Company pursuant to Qualified Intercompany Debt Documents and that has a
maturity date, an interest rate, an amortization schedule for principal, mandatory prepayment
provisions



18









 





and interest payment dates that are reasonably acceptable to Agent (it being agreed and
understood that such terms as in effect on the Closing Date under the Intercompany Debt Documents
for the Existing Portfolio Companies are acceptable to Agent).



     Qualified Intercompany Debt Documents means, in respect of any Portfolio Company, (i)
a reasonable and customary senior secured loan agreement (that is inclusive of reasonable and
customary representations and warranties, affirmative, negative and financial covenants and events
of default) between Borrower, as the sole lender, and the borrower or co-borrowers thereunder, as
such Intercompany Loan Agreement may be amended from time to time in compliance with the provisions
of this Agreement, (ii) guaranty documentation pursuant to which any Subsidiaries of the borrower,
or co-borrowers, as applicable, under such Intercompany Loan Agreement guaranty all of obligations
under such Intercompany Loan Agreement, and (iii) collateral documents pursuant to which Borrower
is provided with a perfected, first-priority Lien in substantially all of the real and personal
property of the borrower, or co-borrowers, as applicable, under such Intercompany Loan Agreement,
and the guarantors under such guaranty documentation to secure all of the obligations under such
Intercompany Loan Agreement and related Intercompany Debt Documents, including without limitation a
security agreement applicable to all of the equity interests in and substantially all of the assets
of such borrowers and guarantors, UCC financing statements covering all of the assets of such
borrowers and guarantors that are properly filed in the respective jurisdictions of organization
for such companies, real estate mortgages for any real estate of such borrowers and guarantors,
control agreements with respect to the deposit accounts of such borrowers and guarantors and
insurance documentation whereby Borrower has been named as loss payee in respect of all policies of
property and casualty insurance of such borrowers and guarantors.



     Related Agreements means the Intercompany Debt Documents, the Management Fee
Documents, the Existing Portfolio Company Acquisition Documents, the New Portfolio Company
Acquisition Documents, the agreements governing payment of the Transaction Services Fees, the
Borrower LLC Agreement, the Trust Agreement, the Supplemental Put Agreement, and any contracts
listed on Schedule 7.8.



     Related Transactions means the transactions contemplated by the Related Agreements.



     Requested Revolver Increase has the meaning set forth in Section 2.1.3.



     Requested Term Loan Increase has the meaning set forth in Section 2.1.3.



     Required Lenders means Required Revolving Lenders plus Required Term Lenders.



     Required Revolving Lenders means Revolving Lenders having Pro Rata Shares the
aggregate Dollar equivalent amount of which equals or exceeds 50.1% of the Revolving Loan
Commitments (or, if the Revolving Loan Commitments have been terminated, Revolving Outstandings).



     Required Term Lenders means Term Lenders holding Pro Rata Shares of the Term Loan the
aggregate Dollar equivalent amount of which equals or exceeds 50.1% of the aggregate outstanding
principal balance of the Term Loan.



     Revolver Debt means any and all Obligations owing to Revolving Lenders in respect of
the Revolving Loan Commitments and the Revolving Loans.



     Revolving Lender means each Lender holding a portion of the Revolving Loan Commitment
(or, in the event the Revolving Loan Commitment shall have been terminated, a portion of the
Revolving Outstandings).



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     Revolving Loan Commitments means an aggregate amount of $325,000,000, as reduced from
time to time pursuant to the terms hereof or as increased pursuant to the terms of Section
2.1.3 hereof.



     Revolving Loans has the meaning set forth in Section 2.1.1.



     Revolving Outstandings means, at any time, the sum of (a) the aggregate principal
amount of all Revolving Loans then outstanding, plus (b) the Stated Amount of all Letters of Credit
then outstanding.



     SES Add-On Acquisition means the acquisition by Venturi Staffing Partners, Inc., a
Wholly-Owned Subsidiary of CBS, of substantially all of the assets of PMC Staffing Solutions, Inc.,
for a purchase price not to exceed $5,000,000 pursuant to the terms and conditions of that certain
Asset Purchase Agreement dated as of October 31, 2006, among Venturi Staffing Partners, Inc., PMC
Staffing Solutions, Inc. and Staffing Partners Holding Company, Inc.



     SES Letter of Credit means that certain irrevocable letter of credit issued by U.S.
Bank National Association in favor of Susquehanna Bank in the aggregate face amount of $950,998.



     Silvue means Silvue Technologies Group, Inc., a Delaware corporation.



     Solvent means, with respect to any Person on any date, that as of such date, (a) the
fair market value of its assets is greater than the amount of its liabilities (including disputed,
contingent and unliquidated liabilities) as such value is established and liabilities evaluated,
(b) the present fair saleable value of its assets is not less than the amount that will be required
to pay the probable liability on its debts as they become absolute and matured, (c) it is able to
realize upon its assets and pay its debts and other liabilities (including disputed, contingent and
unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend
to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such
debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which its property would constitute unreasonably
small capital.



     Stated Amount means, with respect to any Letter of Credit at any date of
determination, (a) the maximum aggregate amount available for drawing thereunder under any and all
circumstances, plus (b) the aggregate amount of all unreimbursed payments and disbursements under
such Letter of Credit.



     Subordinated Debt means any other unsecured Debt of Borrower which has subordination
terms, covenants, pricing and other terms which have been approved in writing by Agent.



     Subsidiary means, with respect to any Person, a corporation, partnership, limited
liability company or other entity of which such Person owns, directly or indirectly, such number of
outstanding shares or other equity interests as to have more than 50% of the ordinary voting power
for the election of directors or other managers of such corporation, partnership, limited liability
company or other entity. Unless the context otherwise requires, each reference to Subsidiaries
herein shall be a reference to Subsidiaries of Borrower.



     Supplemental Put Agreement has the meaning assigned to such term in the Borrower LLC
Agreement.



     Target means the Person, or business or substantially all of the assets of a Person,
acquired in an Acquisition.



20









 





     Tasco means Tasco Industries, Inc., a Texas corporation.



     Term Debt means any and all Obligations owing to Term Lenders in respect of the Term
Loan.



     Term Lender means each Lender holding a portion of the Term Loan Commitment.



     Term Loan means the loans made pursuant to Section 2.1.2, as the same may be
increased pursuant to the terms of Section 2.1.3 hereof.



     Term Loan Commitment means $150,000,000.



     Term Loan Maturity Date means December 7, 2013.



     Termination Date means December 7, 2012 or such earlier date on which the Revolving
Loan Commitments terminate pursuant to Section 2.9 or 8.



     Third Amendment Date means December 7, 2007.



     Total Debt means all Debt (other than Qualified Intercompany Debt, Outside Debt and
Debt described in clauses (h) and (i) of the definition thereof unless such Debt is reflected on
the balance sheet of the Trust or Borrower as a liability in accordance with GAAP) of Borrower and
the Subsidiaries, determined on a consolidated basis, net of all cash and cash equivalents of
Borrower on deposit in an account that is subject to a tri-party agreement in favor of Agent that
complies with the requirements of Section 7.15.



     Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio
of (a) Total Debt as of such day to (b) Consolidated EBITDA for the Computation Period ending on
such day.



     Total Loan Commitment means at any date of determination, the sum of (i) the Revolving
Loan Commitments at such date (or if the Revolving Loan Commitments have terminated, the Revolving
Outstandings) plus (ii) the outstanding principal balance of the Term Loan at such date.



     Transaction Services Fee means a transaction fee payable by a Portfolio Company or an
Outside Company to Manager (or an Affiliate of Manager) in connection with an acquisition or sale
of such Portfolio Company or Outside Company that is permitted hereunder, or in connection with the
consummation of an add-on acquisition by such Portfolio Company or Outside Company that is
permitted hereunder.



     Trust means Compass Diversified Holdings, a Delaware statutory trust, together with
any other statutory or other trust that hereafter holds Trust Interests (as defined in the Borrower
LLC Agreement).



     Trust Agreement means that certain Amended and Restated Trust Agreement of the Trust
dated as of April, 2006, among Borrower, as Sponsor, The Bank of New York (Delaware), as Delaware
Trustee, and the other trustees named therein, as in effect as of the date hereof or as modified in
compliance with the provisions hereof.



     Wholly-Owned Subsidiary means, as to any Person, another Person all of the equity
interests of which (except directors’ qualifying shares) are at the time directly or indirectly
owned by such Person and/or another Wholly-Owned Subsidiary of such Person.



21









 





     1.1. Interpretation.



     In the case of this Agreement and each other Loan Document, (a) the meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms; (b) Annex, Exhibit,
Schedule and Section references are to such Loan Document unless otherwise specified; (c) the term
“including” is not limiting and means “including but not limited to”; (d) in the computation of
periods of time from a specified date to a later specified date, the word “from”
means “from and including”; the words “to” and “until” each mean “to but excluding”, and the
word “through” means “to and including”; (e) unless otherwise expressly provided in such Loan
Document, (i) references to agreements and other contractual instruments shall be deemed to include
all subsequent amendments and other modifications thereto, but only to the extent such amendments
and other modifications are not prohibited by the terms of any Loan Document, and (ii) references
to any statute or regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this
Agreement and the other Loan Documents may use several different limitations, tests or measurements
to regulate the same or similar matters, all of which are cumulative and each shall be performed in
accordance with its terms; and (g) this Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other
parties hereto and thereto and are the products of all parties; accordingly, they shall not be
construed against Agent or Lenders merely because of Agent’s or Lenders’ involvement in their
preparation.



     Section 2. Credit Facilities.



     2.1. Commitments.



     On and subject to the terms and conditions of this Agreement, each Lender, severally and for
itself alone, agrees as follows:



     2.1.1. Revolving Loan Commitments.



     Each Revolving Lender will make loans to Borrower on a revolving basis (“Revolving
Loans”) from time to time and Borrower may repay such loans from time to time until the
Termination Date in such Revolving Lender’s Pro Rata Share of such aggregate amounts as Borrower
may request from all Lenders; provided, that after giving effect to such Revolving Loans,
the Revolving Outstandings will not at any time exceed Borrowing Availability.



     2.1.2. Term Loan Commitment.



     Each Term Lender agrees to make a loan to Borrower on the Third Amendment Date in such
Lender’s applicable Pro Rata Share of the Term Loan Commitment. The Commitments of Lenders to fund
their Pro Rata Share of the Term Loan shall terminate concurrently with the making of the Term Loan
on the Third Amendment Date. Any portion of the Term Loan repaid or prepaid by Borrower may not be
reborrowed.



     2.1.3. Request for Increase of Revolving Loan Commitments/Term Loan.



     The Lenders agree that Borrower may, on any Business Day from time to time after the Third
Amendment Date through the second anniversary of the Third Amendment Date and so long as no Default
or Event of Default has occurred and is continuing, deliver a written notice to Agent (an
“Increase Request”) requesting to (i) increase the amount of the Term Loan (a
“Requested Term Loan Increase”) in an aggregate amount for all such Term Loan Increases
collectively of up to $150,000,000 and (ii) increase the Revolving Loan Commitments (a
“Requested Revolver Increase”) in an aggregate amount for all such



22









 





     increases collectively
of up to $25,000,000. If Borrower delivers an Increase Request, each Revolving Lender (with
respect to a Requested Revolver Increase) and each Term Lender (with respect to a Requested Term
Loan Increase) shall have the option to participate in Increase Request to the extent of its Pro
Rata Share thereof by delivering a written notice to the Agent and Borrower within ten Business
Days of such Lender’s receipt of the Increase Request (it being agreed and understood that
such Lender shall be deemed to have elected not to participate in the Increase Request if it does
not respond to the Increase Request within ten Business Days of its receipt thereof). If one or
more of the Lenders elect not to participate in the Increase Request, then the Lenders
participating in the Increase Request may, at their option, elect to participate in such remaining
portion of the Increase Request (with such remaining portion to be allocated ratably among such
participating Lenders based on their respective Pro Rata Shares or as otherwise may be agreed by
such participating Lenders). If there is less than full participation by existing Lenders in the
Increase Request after the foregoing procedures are completed, then one or more new Lenders
acceptable to Agent and Borrower may be added as parties to this Agreement pursuant to Assignment
Agreements for purposes of participating in such remaining portion (with allocations among such new
Lenders to be determined by Agent in consultation with Borrower). After giving effect to the
procedures described in this Section 2.1.3, each Lender participating in the Increase
Request shall have the then current amount of its Revolving Loan Commitment or Term Loan, as
applicable, increased to the extent of its participation and, upon the request of such Lender,
Borrower will execute a replacement Note for such Lender reflecting the increased amount of its
Revolving Loan Commitment or Term Loan, as applicable. Borrower agrees to execute such amendments
and supplements to the Collateral Documents as Agent reasonably deems necessary in connection with
a Requested Revolver Increase or a Requested Term Loan Increase. No Increase Request may be given
unless it relates to a Requested Revolver Increase or a Requested Term Loan Increase of at least
$10,000,000 and no more than five Increase Requests in the aggregate may be delivered by Borrower
pursuant to this Section 2.1.3.



     Any Requested Revolver Increase that occurs pursuant to this Section 2.1.3 shall
become part of, and have all of the terms and conditions applicable to (including without
limitation in respect of pricing, repayments and maturity), the Revolving Loan Commitments for all
purposes hereunder and under the Collateral Documents and shall be secured by the Collateral in all
respects. Any Requested Term Loan Increase that occurs pursuant to this Section 2.1.3
shall become part of, and have all of the terms and conditions applicable to (including without
limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes
hereunder and under the Collateral Documents and shall be secured by the Collateral in all
respects. It is agreed and understood that no Lender participating in a Requested Term Loan
Increase shall be entitled to receive any closing fee or original issue discount that exceeds one
percent (1.00%) of the amount of the Term Loan that such Lender is acquiring pursuant to such
Requested Term Loan Increase.



     2.2. Loan Procedures.



     2.2.1. Loan Types.



     Each Loan shall be either a Base Rate Loan or a LIBOR Loan, as Borrower shall specify in the
related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. Base
Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than five
different Interest Periods shall exist among outstanding LIBOR Loans at any one time. All
borrowings, conversions and repayments of Revolving Loans shall be effected so that each Lender
will have a ratable share (according to its Pro Rata Share) of all Revolving Loans and all Interest
Periods of LIBOR Loans. Notwithstanding the foregoing or any other provision of this Agreement,
Borrower may not select any Interest Period for a LIBOR Loan which is longer than one month prior
to the earlier of (a) 30 days after the Third Amendment Date and (b) the date that Agent notifies
Borrower that it has completed its primary syndication of the Term Loan.




23












 





     2.2.2. Borrowing.



               Borrower shall give written notice or telephonic notice (followed immediately by written
confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than (a) in
the case of a Base Rate borrowing, 11:00 a.m. Chicago time on the proposed date of such borrowing,
and (b) in the case of a LIBOR borrowing, 11:00 a.m. Chicago time at least three Business Days
prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by
Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount
and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor.
Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan
Commitment thereof in writing. Not later than 1:00 p.m. Chicago time on the date of a proposed
Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the
office specified by Agent with immediately available funds covering such Lender’s applicable Pro
Rata Share of such borrowing and, so long as Agent has not received written notice that the
conditions precedent set forth in Section 4 with respect to such borrowing have not been
satisfied, Agent shall pay over the funds received by Agent to Borrower on the requested borrowing
date. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an
aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing
shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.



     2.2.3. Conversion; Continuation.



               (a) Subject to Section 2.2.1, Borrower may, upon irrevocable written notice to Agent
in accordance with clause (b) below, elect (i) as of any Business Day, to convert any Loans (or any
part thereof in an aggregate amount of not less than $100,000 or a higher integral multiple of
$50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period,
to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an
aggregate amount not less than $100,000 or a higher integral multiple of $50,000) for a new
Interest Period; provided, that any conversion of a LIBOR Loan on a day other than the last day of
an Interest Period therefor shall be subject to Section 3.5.



               (b) Borrower shall give written or telephonic notice (followed in the case of any such
telephonic notice immediately by written confirmation thereof) to Agent of each proposed conversion
or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m.
Chicago time on the proposed date of such conversion and (ii) in the case of conversion into or
continuation of LIBOR Loans, 11:00 a.m. Chicago time at least three Business Days prior to the
proposed date of such conversion or continuation, specifying in each case in the form of a
Conversion/Continuation Notice: (i) the proposed date of conversion or continuation; (ii) the
aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the
proposed conversion or continuation; and (iv) in the case of conversion into, or continuation of,
LIBOR Loans, the duration of the requested Interest Period therefor.



               (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrower has
failed to select timely a new Interest Period to be applicable to such LIBOR Loans, Borrower shall
be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last
day of such Interest Period.



               (d) Agent will promptly notify each applicable Lender of its receipt of a notice of conversion
or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by
Borrower, of the details of any automatic conversion.



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     2.3. Letters of Credit.



     2.3.1. Commitment.



               At the request of Borrower, Issuing Lender will issue from time to time before the date which
is 30 days prior to the Termination Date either (at Issuing Lender’s election) (a) letters of
credit and/or (b) participation agreements confirming payment to issuers (reasonably acceptable to
Issuing Lender) of standby letters of credit, in each case for the account of Borrower or any
Subsidiary and containing terms and conditions which are consistent with this Agreement and
reasonably satisfactory to Issuing Lender (each such letter of credit or participation agreement, a
“Letter of Credit”). After giving effect to each such issuance, (i) the aggregate Stated
Amount of all Letters of Credit shall not at any time exceed $100,000,000 and (ii) Revolving
Outstandings will not at any time exceed Borrowing Availability. In addition, it is agreed and
understood (x) that the Existing US Bank Letters of Credit shall be considered “Letters of Credit”
for all purposes hereunder and under the other Loan Documents, (y) that U.S. Bank National
Association shall be the Issuing Lender respect of the Existing US Bank Letters of Credit for all
purposes hereunder and under the other Loan Documents and (z) that Borrower will cause any Letters
of Credit that are issued at Borrower’s request for the benefit of a Portfolio Company to also
constitute a “Letter of Credit” under and as defined in the Intercompany Debt Documents between
Borrower and such Portfolio Company.



     2.3.2. Application.



               Borrower shall give notice to Agent and Issuing Lender of the proposed issuance of each Letter
of Credit on a Business Day which is at least ten Business Days (or such lesser number of days as
Agent and Issuing Lender shall agree) prior to the proposed date of issuance of such Letter of
Credit. Each such notice shall be accompanied by a Letter of Credit application in Issuing
Lender’s form (or, as the case may be, in the form of application of the underlying letter of
credit), duly executed by Borrower and in all respects satisfactory to Agent and Issuing Lender,
together with such other documentation as Agent or Issuing Lender may request in support thereof,
it being understood that each Letter of Credit application (or, as the case may be, form of
application of underlying letter of credit) shall specify, among other things, the date on which
the proposed Letter of Credit is to be issued, and the expiration date of such Letter of Credit
(which shall not be later than 30 days prior to the scheduled Termination Date). So long as
Issuing Lender has not received written notice that the conditions precedent set forth in
Section 4 with respect to the issuance of such Letter of Credit have not been satisfied,
Issuing Lender shall issue such Letter of Credit on the requested issuance date. Issuing Lender
shall promptly advise Agent of the issuance of each Letter of Credit and of any amendment thereto,
extension thereof or event or circumstance changing the amount available for drawing thereunder.
In the event of any inconsistency between the terms of any Letter of Credit application and the
terms of this Agreement, the terms of this Agreement shall control. Issuing Lender shall deliver
to Agent upon its request a list of all outstanding Letters of Credit issued by Issuing Lender,
together with such information related thereto as Agent may reasonably request.



     2.3.3. Reimbursement Obligations.



               (a) Borrower hereby unconditionally and irrevocably agrees to reimburse Issuing Lender for
each payment or disbursement made by Issuing Lender under any Letter of Credit honoring any demand
for payment made thereunder, in each case on the date that such payment or disbursement is made.
Issuing Lender shall promptly notify Borrower and Agent whenever any demand for payment is made
under any Letter of Credit; provided, that the failure of Issuing Lender to so notify Borrower
shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever. Any amount not
reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan
pursuant to Section 2.3.4) shall bear interest from the date of such payment or
disbursement to the date that Issuing



-25-









 




Lender is reimbursed by Borrower therefor, payable on demand, at the interest rate per annum
from time to time in effect for Revolving Loans which are Base Rate Loans.




               (b) Borrower’s reimbursement obligations hereunder shall be irrevocable and unconditional
under all circumstances, including (i) any lack of validity or enforceability of any Letter of
Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off,
defense or other right which Borrower or any other Person may have at any time against a
beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for
whom any such transferee may be acting), Agent, Issuing Lender, any Lender or any other Person,
whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the
transactions contemplated herein or any unrelated transactions (including any underlying
transaction between Borrower or any other Person and the beneficiary named in any Letter of
Credit), (iii) the validity, sufficiency or genuineness of any document which Issuing Lender (or,
as applicable, the issuer of any underlying letter of credit) has determined complies on its face
with the terms of the applicable Letter of Credit (or, if applicable, underlying letter of credit),
even if such document should later prove to have been forged, fraudulent, invalid or insufficient
in any respect or any statement therein shall have been untrue or inaccurate in any respect, or
(iv) the surrender or impairment of any security for the performance or observance of any of the
terms hereof.



     2.3.4. Participations in Letters of Credit.



               (a) Concurrently with the issuance of each Letter of Credit, Issuing Lender shall be deemed to
have sold and transferred to each other Lender with a Revolving Loan Commitment, and each other
Lender with a Revolving Loan Commitment shall be deemed irrevocably and unconditionally to have
purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and
Borrower’s reimbursement obligations with respect thereto. If Borrower does not pay any
reimbursement obligation when due, then Borrower shall be deemed to have immediately requested that
Lenders with a Revolving Loan Commitment make a Revolving Loan which is a Base Rate Loan in a
principal amount equal to such reimbursement obligation. Agent shall promptly notify Lenders that
have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance
with the requirements of Section 2.2.2 or 4.2, each such Lender shall make
available to Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over
by Agent to Issuing Lender for the account of Borrower in satisfaction of such reimbursement
obligations.



               (b) If Issuing Lender makes any payment or disbursement under any Letter of Credit and (i)
Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance
with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section
2.3.4(a) or (iii) any reimbursement received by Issuing Lender from Borrower is or must be
returned or rescinded upon or during any bankruptcy or reorganization of Borrower or otherwise,
each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally
obligated to pay to Agent for the account of Issuing Lender its Pro Rata Share of such payment or
disbursement (but no such payment shall diminish the Obligations of Borrower under Section
2.3.3). Upon notice from Issuing Lender to Agent that it has not received any such amount,
Agent shall promptly notify each such other Lender thereof. To the extent any such Lender shall
not have made such amount available to Agent by 2:00 p.m. Chicago time on the Business Day on which
such Lender receives notice from Agent of such payment or disbursement (it being understood that
any such notice received after 12:00 noon Chicago time on any Business Day shall be deemed to have
been received on the next following Business Day), such Lender agrees to pay interest on such
amount to Agent for Issuing Lender’s account forthwith on demand, for each day from the date such
amount was to have been delivered to Agent to the date such amount is paid, at a rate per annum
equal to (x) for the first 3 days after demand, the Federal Funds Rate from time to time in effect
and (y) thereafter, the Base Rate from time to time in effect for Revolving Loans. Any such



-26-









 




Lender’s failure to make available to Agent its Pro Rata Share of any such payment or disbursement shall not
relieve any other Lender of its obligation hereunder to make available to Agent such other Lender’s
Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other
Lender to make available to Agent such other Lender’s Pro Rata Share of any such payment or
disbursement.




     2.4. Commitments Several.



               The failure of any Lender to make a requested Loan on any date shall not relieve any other
Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible
for the failure of any other Lender to make any Loan to be made by such other Lender.



     2.5. Certain Conditions.



               Notwithstanding any other provision of this Agreement, no Lender shall have an obligation to
make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and Issuing
Lender shall not have any obligation to issue any Letter of Credit, if an Event of Default or
Default exists.



     2.6. Loan Accounting.



     2.6.1. Recordkeeping.



               Agent, on behalf of each Lender, shall record in its records the date and amount of each Loan
made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the
dates on which each Interest Period for such Loan shall begin and end. The aggregate unpaid
principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of
the Loans owing and unpaid. The failure to so record any such amount or any error in so recording
any such amount shall not, however, limit or otherwise affect the Obligations of Borrower hereunder
or under any Note to repay the principal amount of the Loans hereunder, together with all interest
accruing thereon.



     2.6.2. Notes.



               At the request of any Lender, the Loans of such Lender shall be evidenced by a Note, with
appropriate insertions, payable to the order of such Lender in a face principal amount equal to the
sum of such Lender’s Pro Rata Share of the Total Loan Commitment and payable in such amounts and on
such dates as are set forth herein.



     2.7. Interest.



     2.7.1. Interest Rates.



               Borrower promises to pay interest on the unpaid principal amount of each Loan for the period
commencing on the date of such Loan until such Loan is paid in full as follows: (a) at all times
while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from
time to time in effect plus the Applicable Margin corresponding to such Loan from time to time in
effect; and (b) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum
of the LIBOR Rate applicable to each Interest Period for such Loan plus the Applicable Margin for
such Loan from time to time in effect; provided, that (i) at any time an Event of Default
exists, (x) if requested by Required Term Lenders, the Applicable Margin corresponding to the Term
Loan shall be increased by two percentage points per annum and (y) if requested by Required
Revolving Lenders, the Applicable Margin corresponding to the Revolving Loans and all Obligations
other than the Term Loan shall be increased by two percentage points per annum (and, in the case of
Obligations not subject to an Applicable Margin,



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such Obligations shall bear interest at the Base Rate applicable to Revolving Loans plus the
Applicable Margin plus two percentage points per annum), (ii) any such increase may thereafter be
rescinded by Required Lenders, notwithstanding Section 10.1, and (iii) upon the occurrence
of an Event of Default under Section 8.1.1 or 8.1.3, any such increase described in
the foregoing clause (i) shall occur automatically. In no event shall interest payable by Borrower
to Agent and Lenders hereunder exceed the maximum rate permitted under applicable law, and if any
such provision of this Agreement is in contravention of any such law, such provision shall be
deemed modified to limit such interest to the maximum rate permitted under such law.




     2.7.2. Interest Payment Dates.



               Accrued interest on each Base Rate Loan shall be payable in arrears on the first day of each
calendar month and at maturity. Accrued interest on each LIBOR Loan shall be payable on the last
day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an
Interest Period in excess of 3 months, on the last day of each 3-month interval of such Interest
Period), upon a prepayment of such Loan in accordance with Section 2.10 and at maturity in
cash. After maturity and at any time an Event of Default exists, all accrued interest on all Loans
shall be payable in cash on demand at the rates specified in Section 2.7.1.



     2.7.3. Setting and Notice of LIBOR Rates.



               The applicable LIBOR Rate for each Interest Period shall be determined by Agent, and notice
thereof shall be given by Agent promptly to Borrower and each Lender. Each determination of the
applicable LIBOR Rate by Agent shall be conclusive and binding upon the parties hereto, in the
absence of demonstrable error. Agent shall, upon written request of Borrower or any Lender,
deliver to Borrower or such Lender a statement showing the computations used by Agent in
determining any applicable LIBOR Rate hereunder.



     2.7.4. Computation of Interest.



               Interest shall be computed for the actual number of days elapsed on the basis of a year of (a)
360 days for interest calculated at the LIBOR Rate and (b) 365/366 days for interest calculated at
the Base Rate. The applicable interest rate for each Base Rate Loan shall change simultaneously
with each change in the Base Rate.



     2.8. Fees.



     2.8.1. Commitment Fee.



               For the period from the Closing Date to the Termination Date, Borrower agrees to pay to Agent,
for the account of each Revolving Lender according to such Lender’s Pro Rata Share (as adjusted
from time to time), a Commitment Fee equal to the Applicable Margin for the Commitment Fee then in
effect multiplied by the amount by which the Revolving Loan Commitments exceed the average daily
Revolving Outstandings. The Commitment Fee shall be payable in arrears on the first day of each
calendar quarter and on the Termination Date for any period then ending for which the Commitment
Fee shall not have previously been paid. The Commitment Fee shall be computed for the actual
number of days elapsed on the basis of a year of 360 days.



     2.8.2. Letter of Credit Fees.



               (a) Borrower agrees to pay to Agent, for the account of each Revolving Lender according to
such Lender’s Pro Rata Share (as adjusted from time to time), a Letter of Credit Fee equal to



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the Applicable Margin in effect from time to time for Revolving Loans which are LIBOR Loans
multiplied by the Stated Amount of each Letter of Credit. Each Letter of Credit Fee shall be
payable in arrears on the first day of each calendar quarter and on the Termination Date (or such
later date on which such Letter of Credit expires or is terminated) for the period from the date of
the issuance (with the date of issuance for the Existing US Bank Letters of Credit being deemed to
be the date hereof) of each Letter of Credit (or the last day on which the Letter of Credit Fee was
paid with respect thereto) to the date such payment is due or, if earlier, the date on which such
Letter of Credit expired or was terminated. Each Letter of Credit Fee shall be computed for the
actual number of days elapsed on the basis of a year of 360 days.




               (b) In addition, with respect to each Letter of Credit, Borrower agrees to pay to Issuing
Lender, for its own account, (i) such fees and expenses as Issuing Lender customarily requires (or,
as the case may be, is required to pay to the issuer of the letter of credit) in connection with
the issuance, negotiation, processing and/or administration of letters of credit in similar
situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by
Borrower and Issuing Lender (with each Issuing Lender that is a signatory hereto agreeing that no
fronting fee charged by any such Issuing Lender signatory hereto shall exceed 0.25% per annum for
any applicable Letter of Credit).



     2.8.3. Agent’s Fees.



               Borrower agrees to pay to Agent, for its accounts, on the Closing Date and on certain other
dates pursuant to the Fee and Syndication Letter and as otherwise agreed to from time to time by
Borrower and Agent, fees in the amounts agreed to between Borrower and Agent.



     2.9. Commitment Reduction.



     2.9.1. Voluntary Reduction or Termination of Revolving Loan Commitments.



               Borrower may from time to time on at least five Business Days’ prior written notice received
by Agent (which shall promptly advise each Lender thereof) permanently reduce the Revolving Loan
Commitments to an amount not less than the Revolving Outstandings. Any such reduction shall be in
an amount not less than $1,000,000 or a higher integral multiple of $500,000. Concurrently with
any reduction of the Revolving Loan Commitments to zero, Borrower shall pay all interest on the
Revolving Loans, all Commitment Fees and all Letter of Credit Fees and shall cash collateralize in
full all Obligations arising with respect to the Letters of Credit in a manner acceptable to Agent.



     2.9.2. Reduction of Revolving Loan Commitments in Connection with Mandatory
Prepayment.



               On the date of any mandatory prepayment pursuant to Section 2.10.2(a), the Revolving
Loan Commitments shall, to the extent elected by Borrower, be permanently reduced by the amount of
such mandatory prepayment applied to prepay the Revolving Loans pursuant to Section
2.10.2(a).



     2.9.3. All Reductions of Revolving Loan Commitments.



               All reductions of the Revolving Loan Commitments shall reduce the Revolving Loan Commitments
pro rata among Lenders according to their respective Pro Rata Shares.



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     2.10. Prepayment.



     2.10.1. Voluntary Prepayment.



               Borrower may from time to time, on at least one Business Day’s written notice or telephonic
notice (followed immediately by written confirmation thereof) to Agent (which shall promptly advise
each Lender thereof) not later than 11:00 a.m. Chicago time on such day, prepay the Term Loan in
whole or in part, in each case so long as (i) no Event of Default then exists, (ii) there are no
Revolving Loans at the time of such prepayment and (iii) until the first anniversary of the Third
Amendment Date, any prepayment of the Term Loan shall be subject to a prepayment fee equal to 1% of
the amount of the Term Loan prepaid. Such notice to Agent shall specify the portion of the Term
Loan to be prepaid and the date and amount of prepayment and the application of such prepayment
shall be subject to Section 2.10.3. Any such partial prepayment shall be in an amount
equal to $500,000 or a higher integral multiple of $100,000.



     2.10.2. Mandatory Prepayment.



               (a) Borrower shall repay the Revolving Loans, until the balance thereof has been reduced to
zero at the following times and in the following amounts:




          (i) upon there being Net Cash Proceeds from any Disposition, in an amount equal to such
Net Cash Proceeds; and




          (ii) concurrently with the receipt by Borrower of any Net Cash Proceeds from any
issuance of its equity securities (excluding Net Cash Proceeds from equity issuances in an
aggregate amount of up to $100,000 for each Fiscal Year), in an amount equal to such Net
Cash Proceeds.



               (b) Borrower shall repay the Term Loan (with application to be made as set forth in
Section 2.10.3) at the following times and in the following amounts:




          (i) in the case of excess Net Cash Proceeds from a Disposition described in any of
clause (a), (c) and (d) of the definition thereof that remain after application having first
been made to the outstanding principal balance of the Revolving Loans (if any) pursuant to
Section 2.10.2(a)(i) above (the date of such application being a “Clause I
Revolver Application Date” and the amount of Net Cash Proceeds remaining after such
application being “Clause I Excess Proceeds”), to the extent such Clause I Excess
Proceeds have not been reinvested by the applicable Portfolio Company or Outside Company (x)
in assets that are useful to the business of the applicable Portfolio Company or Outside
Company (in the case of a Disposition described in clause (a) of the definition thereof) or
(y) to repair, replace or reconstruct the assets that were the subject of such Disposition
(in the case of a Disposition described in clause (c) or (d) of the definition thereof), in
each case within 180 days of such Clause I Revolver Application Date, in an amount equal to
the balance of such remaining Clause I Excess Proceeds after the expiration of such 180-day
reinvestment period;




          (ii) in the case of excess Net Cash Proceeds from a Disposition described in clause (b)
of the definition thereof that remain after application having first been made to the
outstanding principal balance of the Revolving Loans (if any) pursuant to Section
2.10.2(a)(i) above (the date of such application being a “Clause II Revolver
Application Date” and the amount of Net Cash Proceeds remaining after such application
being “Clause II Excess Proceeds”), to the extent such Clause II Excess Proceeds
have not been reinvested by Borrower pursuant to Investments permitted to be made by
Borrower pursuant to any of clauses (a), (b), (c)



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and (i) of Section 7.11 within 360 days of such Clause II Revolver Application
Date, in an amount equal to the balance of such remaining Clause II Excess Proceeds after
the expiration of such 360-day reinvestment period; and




          (iii) in the case of excess Net Cash Proceeds from an issuance of equity securities
that remain after application having first been made to the outstanding principal balance of
the Revolving Loans pursuant to Section 2.10.2(a)(ii) above, immediately following
such prior application to the Revolving Loans and in an amount equal to the balance of such
Net Cash Proceeds (provided, that the prepayment of the Term Loan provided for in
this Section 2.10.2(b)(iii) shall not apply at a time when no Event of Default
exists).



               (c) Within 120 days after the end of each Fiscal Year (commencing with Fiscal Year 2008),
Borrower shall prepay the Loans in an amount equal to 50% of Excess Cash Flow for such Fiscal Year;
provided, that such prepayment shall not apply to a Fiscal Year for which the Total Debt to
EBITDA Ratio is less than 3.25:1.00 as of the last day of such Fiscal Year. Any such prepayment
pursuant to this Section 2.10.2(c) shall be applied first, to the outstanding
principal balance of the Revolving Loans (without a corresponding reduction of the Revolving Loan
Commitments) and second, to the outstanding principal balance of the Term Loan.



               (d) If on any day the Revolving Outstandings exceed Borrowing Availability, whether pursuant
to a reduction of the Revolving Loan Commitments pursuant to Section 2.9.2 or otherwise,
Borrower shall immediately prepay Revolving Loans and/or cash collateralize the outstanding Letters
of Credit in a manner acceptable to Agent, or do a combination of the foregoing, in an amount
sufficient to eliminate such excess.


Borrower shall give written notice or telephonic notice (followed immediately by written
confirmation thereof) to Agent not later than 11:00 a.m. Chicago time at least one Business Day
prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, and Agent
shall promptly notify each Lender of such notice.




     2.10.3. All Prepayments.



               (a) Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period
therefor shall include interest on the principal amount being repaid and shall be subject to
Section 3.5. All prepayments of a Loan shall be applied first to that portion of such Loan
comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in
direct order of Interest Period maturities. All prepayments of the Term Loan shall be applied
ratably among the Term Lenders in accordance with their respective Pro Rata Shares thereof and,
with respect to remaining installments of the Term Loan, in the inverse order of maturity.



               (b) Notwithstanding anything to the contrary contained in this Section 2.10, with
respect to any mandatory prepayment, each Term Lender may elect not to have such Term Lender’s Pro
Rata Share of the Term Loan prepaid in the case of a mandatory prepayment pursuant hereto by notice
to Agent received not later 3:00 p.m. Chicago time one Business Day prior to the date of such
prepayment. The amount of any such prepayment which would have been applied to the portions of the
Term Loan held by Term Lenders making the election pursuant to this clause (b) but for such
elections shall be applied to the portions of the Term Loan held by Term Lenders not making such
elections until such portions are paid in full, all otherwise in accordance with clause (a) above.



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     2.11. Repayment.



     2.11.1. Revolving Loans.



               The Revolving Loans shall be paid, for the account of each Lender according to its Pro Rata
Share, in full on the Termination Date.



     2.11.2. Term Loan.



               The Term Loan shall be paid, for the account of each Lender according to its Pro Rata Share
thereof, in equal installments of $500,000 each on the last day of each Fiscal Quarter, commencing
March 31, 2008.



               Notwithstanding the foregoing, the outstanding principal balance of the Term Loan shall be
paid in full on the Term Loan Maturity Date.



     2.12. Payment.



     2.12.1. Making and Settlement of Payments.



               All payments of principal of or interest on the Notes, and of all fees, shall be made by
Borrower to Agent without setoff, recoupment or counterclaim and in immediately available funds at
the office specified by Agent not later than 12:00 noon Chicago time on the date due, and funds
received after that hour shall be deemed to have been received by Agent on the following Business
Day. Agent shall promptly remit to each Lender its share of all principal payments received in
collected funds by Agent for the account of such Lender. On the first Business Day of each week or
more frequently as Agent may elect (each such day being a “Settlement Date”), Agent will
notify each Lender with a Revolving Loan Commitment in writing of the amount of such Lender’s
actual share of the Revolving Loans as of the close of business of the Business Day immediately
preceding the Settlement Date. In the event that payments are necessary to adjust the amount of
such Lender’s actual share of the Revolving Loans to equal such Lender’s Pro Rata Share of the
Revolving Loans as of any Settlement Date, such Lender will pay to Agent, or Agent will pay to such
Lender (as applicable) the amount necessary in same day funds by wire transfer to the other’s
account not later than 2:00 p.m. Chicago time on the first Business Day following the Settlement
Date. On the first Business Day of each month (each, an “Interest Settlement Date”), Agent
will notify each Lender in writing of the amount of such Lender’s applicable Pro Rata Share of
interest and fees on the Revolving Outstandings and Revolving Loan Commitments as of the end of the
last day of the immediately preceding month. Provided that such Lender has made all payments
required to be made by it under this Agreement, Agent will pay to such Lender, by wire transfer to
such Lender’s account not later than 2:00 p.m. Chicago time on the next Business Day following the
Interest Settlement Date, such Lender’s Pro Rata Share of interest and fees, in each instance,
received by Agent for the immediately preceding month. All payments under Section 3.2
shall be made by Borrower directly to Lender entitled thereto.



     2.12.2. Application of Payments and Proceeds.



               (a) Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to
the provisions of Section 2.12.2(b) below, each payment of principal shall be applied to
such Loans as Borrower shall direct by notice to be received by Agent on or before the date of such
payment or, in the absence of such notice, as Agent shall determine in its discretion.
Concurrently with each remittance to any Lender of its share of any such payment, Agent shall
advise such Lender as to the application of such payment.



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               (b) If an Acceleration Event or an Event of Default described in Section 8.1.1 shall
have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to
the contrary, Agent shall apply all or any part of payments in respect of the Obligations and
proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in the
following order:




          (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to
Agent under this Agreement or any other Loan Document, and any other Obligations owing to
Agent in respect of sums advanced by Agent (such sums not to exceed an amount equal to 10%
of the Revolving Loan Commitments then in effect, or, if the Revolving Loan Commitments have
been suspended or terminated, as in effect immediately prior to such suspension or
termination) to preserve or protect the Collateral or to preserve or protect its security
interest in the Collateral (whether or not such Obligations are then due and owing to
Agent), until Paid in Full;




          (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing
to Lenders, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full;




          (iii) THIRD, to the payment of all accrued and unpaid interest due and owing to
Revolving Lenders, pro rata based on each Revolving Lender’s Pro Rata Share thereof, until
Paid in Full;




          (iv) FOURTH, pro rata (A) to the payment of the principal balance of the Revolving
Loans, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full and (B) to
cash collateralize Obligations in respect of outstanding Letters of Credit in a manner
consistent with the provisions of Section 8.2, pro rata based on each Revolving
Lender’s Pro Rata Share thereof, until Paid in Full;




          (v) FIFTH, to the payment of all accrued and unpaid interest due and owing to Term
Lenders in respect of the Term Loans, pro rata based on each Term Lender’s Pro Rata Share
thereof, until Paid in Full;




          (vi) SIXTH, pro rata (A) to the payment of the principal balance of the Term Loan, pro
rata based on each Term Lender’s Pro Rata Share thereof, until Paid in Full and (B) to the
payment of all Hedging Obligations due and owing to any Lender or its Affiliates, pro rata
in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in
Full; and




          (vii) SEVENTH, to the payment of all other Obligations owing to each Lender, pro rata
based on each Lender’s Pro Rata Share thereof, until Paid in Full.



     2.12.3. Payment Dates.



               If any payment of principal or interest with respect to any of the Loans, or of any fees,
falls due on a day which is not a Business Day, then such due date shall be extended to the
immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following
Business Day is the first Business Day of a calendar month, in which case such due date shall be
the immediately preceding Business Day) and, in the case of principal, additional interest shall
accrue and be payable for the period of any such extension.



     2.12.4. Set-off.



               Borrower agrees that Agent and each Lender and its Affiliates have all rights of set-off and
bankers’ lien provided by applicable law, and in addition thereto, Borrower agrees that at any time
an Event of Default has occurred and is continuing, Agent and each Lender may apply to the payment
of any




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Obligations of Borrower hereunder, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of Borrower then or thereafter with Agent or such Lender.
Notwithstanding the foregoing, no Lender shall exercise any rights described in the preceding
sentence without the prior written consent of Agent.




     2.12.5. Proration of Payments.



     If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by
application of set-off or otherwise, on account of (a) principal of or interest on an Loan, but
excluding (i) any payment pursuant to Section 3.1, 3.2, 3.7 or 10.8
and (ii) payments of interest on any Base Rate Loan referred to in the last sentence of Section
3.4, or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata
Share of payments and other recoveries obtained by all Lenders on account of principal of and
interest on such Loans (or such participation) then held by them, then such Lender shall purchase
from the other Lenders such participations in the Loans or sub-participations in Letters of Credit
held by them as shall be necessary to cause such purchasing Lender to share the excess payment or
other recovery ratably with each of them; provided that if all or any portion of the excess payment
or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery.



Section 3. Yield Protection.




     3.1. Taxes.



          (a) All payments of principal and interest on the Loans and all other amounts payable
hereunder shall be made free and clear of and without deduction for any present or future income,
excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies,
withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding
(i) taxes imposed on or measured by any Lender’s net income by the jurisdiction under which such
Lender is organized or conducts business, (ii) any branch profit taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction in which a Lender is located and
(iii) in the case of any foreign Lender, any withholding tax that is imposed on amounts payable to
such foreign Lender at the time such foreign Lender becomes a party to this Agreement (all
non-excluded items being called “Taxes”). If any withholding or deduction from any payment
to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable
law, rule or regulation, then Borrower will: (i) pay directly to the relevant authority the full
amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt
or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii)
pay to Agent for the account of Lenders such additional amount or amounts as is necessary to ensure
that the net amount actually received by each Lender will equal the full amount such Lender would
have received had no such withholding or deduction been required. If any Taxes are directly
asserted against Agent or any Lender with respect to any payment received by Agent or such Lender
hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional
amounts (including any penalty, interest or expense) as is necessary in order that the net amount
received by such Person after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such Person would have received had such Taxes not been asserted so
long as such amounts have accrued on or after the day which is 180 days prior to the date on which
Agent or such Lender first made demand therefor; provided, that if the event giving rise to such
costs or reductions has retroactive effect, such 180 day period shall be extended to include the
period of retroactive effect.




          (b) If Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails
to remit to Agent, for the account of the respective Lenders, the required receipts or other
required documentary evidence, Borrower shall indemnify Lenders for any incremental Taxes, interest
or penalties




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that may become payable by any Lender as a result of any such failure. For purposes of this
Section 3.1, a distribution hereunder by Agent or any Lender to or for the account of any
Lender shall be deemed a payment by Borrower.




          (c) Each Lender that (i) is organized under the laws of a jurisdiction other than the United
States of America and (ii)(A) is a party hereto on the Closing Date or (B) becomes an assignee of
an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such
Lender was already a Lender hereunder immediately prior to such assignment) shall execute and
deliver to Borrower and Agent one or more (as Borrower or Agent may reasonably request) Forms
W-8ECI, W-8BEN, W-8IMY (as applicable) or other applicable form, certificate or document prescribed
by the United States Internal Revenue Service certifying as to such Lender’s entitlement to
exemption from withholding or deduction of Taxes. Borrower shall not be required to pay additional
amounts to any Lender pursuant to this Section 3.1 to the extent that the obligation to pay
such additional amounts would not have arisen but for the failure of such Lender to comply with
this paragraph.




     3.2. Increased Cost.



          (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or
regulation, or any change in the interpretation or administration of any applicable law, rule or
regulation by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender with any request or directive
(whether or not having the force of law) of any such authority, central bank or comparable agency:
(i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB,
but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section
2.7), special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other
condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result
of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost
on) such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum
received or receivable by such Lender under this Agreement or under its Note with respect thereto,
then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the
basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which
shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as
will compensate such Lender for such increased cost or such reduction, so long as such amounts have
accrued on or after the day which is 180 days prior to the date on which such Lender first made
demand therefor; provided, that if the event giving rise to such costs or reductions has
retroactive effect, such 180 day period shall be extended to include the period of retroactive
effect.




          (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in
of, any applicable law, rule or regulation regarding capital adequacy, or any change in the
interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or the compliance by any Lender
or any Person controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on such Lender’s or such controlling
Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of
Credit to a level below that which such Lender or such controlling Person could have achieved but
for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such
controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender
or such controlling Person to be material, then from time to time, upon demand by such Lender
(which demand shall be accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to
Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or
such controlling Person for such reduction, so long as such amounts have




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accrued on or after the day which is 180 days prior to the date on which such Lender first
made demand therefor; provided, that if the event giving rise to such costs or reductions has
retroactive effect, such 180 day period shall be extended to include the period of retroactive
effect.




     3.3. Inadequate or Unfair Basis.



          If Agent reasonably determines (which determination shall be binding and conclusive on
Borrower) that, by reason of circumstances affecting the interbank eurodollar market, adequate and
reasonable means do not exist for ascertaining the applicable LIBOR Rate, then Agent shall promptly
notify the Lenders and Borrower thereof and, so long as such circumstances shall continue, (a) no
Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and
(b) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless
then repaid in full, automatically convert to a Base Rate Loan.




     3.4. Change in Law.



          If any change in, or the adoption of any new, law or regulation, or any change in the
interpretation of any applicable law or regulation by any governmental or other regulatory body
charged with the administration thereof, would make it (or in the good faith judgment of any Lender
cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund
LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long
as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert
any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making
of LIBOR Loans or conversion of Base Rate Loans into LIBOR Loans by Lenders which are not so
affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or
converted into by such Lender at such time in the absence of such circumstances) and (b) on the
last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on
such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR
Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate
Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would
be a LIBOR Loan shall remain outstanding for the period corresponding to the Interest Period
originally applicable to such LIBOR Loan absent such circumstances.




     3.5. Funding Losses.



          Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a
statement setting forth the basis for the amount being claimed, a copy of which shall be furnished
to Agent), Borrower will indemnify such Lender against any net loss or expense which such Lender
may sustain or incur (including any net loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR
Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or
conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period
for such Loan (including any conversion pursuant to Section 3.3 or 3.4) or (b) any
failure of Borrower to borrow, convert or continue any Loan on a date specified therefor in a
notice of borrowing, conversion or continuation pursuant to this Agreement. For the purposes of
this Section 3.5, all determinations shall be made as if such Lender had actually funded
and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of
deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal
to the LIBOR Rate for such Interest Period.




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     3.6. Manner of Funding; Alternate Funding Offices.



          Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled
to fund and maintain its funding of all or any part of its Loans in any manner it may determine at
its sole discretion. Each Lender may, if it so elects, fulfill its commitment to make any LIBOR
Loan by causing any branch or Affiliate of such Lender to make such Loan; provided that in such
event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender
and the obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be
deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.




     3.7. Mitigation of Circumstances; Replacement of Lenders.



          (a) Each Lender shall promptly notify Borrower and Agent of any event of which it has
knowledge which will result in, and will use reasonable commercial efforts available to it (and
not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or
avoid, (i) any obligation by Borrower to pay any amount pursuant to Section 3.1 or
3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or
3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii)
above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and
Agent). Without limiting the foregoing, each Lender will designate a different funding office if
such designation will avoid (or reduce the cost to Borrower of) any event described in clause (i)
or (ii) above and such designation would not, in such Lender’s sole judgment, be otherwise
disadvantageous to such Lender.




          (b) If (i) Borrower becomes obligated to pay additional amounts to any Lender pursuant to
Section 3.1 or 3.2, or any Lender gives notice of the occurrence of any
circumstances described in Section 3.3 or 3.4, (ii) any Lender does not consent to
any matter requiring its consent under Section 10.1 when the Required Lenders have
otherwise consented to such matter or (iii) any Lender with a Revolving Loan Commitment defaults in
its obligation to make Revolving Loans under Section 2.1.1, then Borrower may within 90
days thereafter designate another bank which is acceptable to Agent and Issuing Lender in their
reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the
Loans of such Lender and such Lender’s rights hereunder (provided, that there shall be a concurrent
purchase of the Loans and rights of any other Lender that then falls within the scope of the
foregoing clauses (i), (ii) or (iii) of this Section 3.7(b)), without recourse to or
warranty by, or expense to, any such Lenders, for a purchase price equal to the outstanding
principal amount of the Loans payable to any such Lenders plus any accrued but unpaid interest on
such Loans and all accrued but unpaid fees owed to any such Lenders and any other amounts payable
to any such Lenders under this Agreement, and to assume all the obligations of any such Lenders
hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), any such
Lenders shall no longer be a party hereto or have any rights hereunder (other than rights with
respect to indemnities and similar rights applicable to any such Lenders prior to the date of such
purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the
Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.




     3.8. Conclusiveness of Statements; Survival.



          Determinations and statements of any Lender pursuant to Section 3.1, 3.2,
3.3, 3.4 or 3.5 shall be conclusive absent demonstrable error. Lenders may
use reasonable averaging and attribution methods in determining compensation under Sections
3.1, 3.2 and 3.5, and the provisions of such Sections shall survive repayment
of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and
termination of this Agreement.




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Section 4. Conditions Precedent.




     The obligation of each Lender to make its Loans and of Issuing Lender to issue Letters of
Credit is subject to the following conditions precedent:



     4.1. Initial Credit Extension.



          The obligation of the Term Lenders to make the Term Loan, the obligation of Revolving Lenders
to make the initial Revolving Loans on or after the Third Amendment Date, and the obligation of
Issuing Lender to issue the initial Letter of Credit hereunder on or after the Third Amendment Date
(whichever first occurs) is, in addition to the conditions precedent specified in Section
4.2, subject to the following conditions precedent, each of which shall be satisfactory in all
respects to Agent:




     4.1.1. Financial Statements; Total Debt to EBITDA Ratio.



          Delivery of financial statements, projections and pro forma balance sheets for Borrower and
each of the Existing Portfolio Companies, which evidence that the Total Debt to EBITDA Ratio for
the twelve month period ending on September 30, 2007, as calculated on a pro forma basis after
giving effect to the funding of the Term Loan on and the outstanding balance of the Revolving
Outstandings as of the Third Amendment Date and as adjusted by adjustments satisfactory to Agent,
shall not be greater than 3.50 and which are otherwise satisfactory to Agent and the Lenders in
form and content.




     4.1.2. Initial Loans; Availability.



          No Revolving Loans and not more than $30,000,000 in Letters of Credit shall be outstanding as
of the Third Amendment Date, and after giving effect to the funding of the Term Loan on the Closing
Date, Borrowing Availability shall exceed Revolving Outstandings by at least $300,000,000.




     4.1.3. [Reserved.]



     4.1.4. Fees.



          Borrower shall have paid all fees, costs and expenses due and payable under this Agreement and
the other Loan Documents on the Third Amendment Date.




     4.1.5. Delivery of Loan Documents.



          Borrower shall have delivered the following documents in form and substance satisfactory to
Agent (and, as applicable, duly executed and dated the Third Amendment Date or an earlier date
satisfactory to Agent):




          (a) Agreement. This Agreement.




          (b) Notes. Notes, for each Lender requesting a Note.




          (c) Collateral Documents. The Collateral Agreement, all other Collateral Documents,
and all instruments, documents, certificates and agreements executed or delivered pursuant thereto
(including pledged Collateral, with undated irrevocable transfer powers executed in blank).




          (d) Financing Statements. Properly completed Uniform Commercial Code financing
statements and other filings and documents required by law or the Loan Documents to provide Agent
perfected, first-priority Liens (subject only to Liens permitted pursuant to Section 7.2)
in the Collateral.




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          (e) Lien Searches. Copies of Uniform Commercial Code search reports listing all
effective financing statements filed against Borrower or any Existing Portfolio Company, with
copies of such financing statements.




          (f) Payoff; Release. Payoff letters evidencing repayment in full of all Prior Debt,
termination of all agreements relating thereto and the release of all Liens granted in connection
therewith, with Uniform Commercial Code or other appropriate termination statements and documents
effective to evidence the foregoing.




          (g) Availability Certificate. Availability Certificate reflecting required
information certified as of a date not more than 5 days prior to the Third Amendment Date.




          (h) Letter of Direction. A letter of direction containing funds flow information,
with respect to the proceeds of the Loans on the Third Amendment Date.




          (i) Authorization Documents. For Borrower and each Existing Portfolio Company, such
Person’s (i) charter (or similar formation document), certified by the appropriate governmental
authority, (ii) good standing certificates in its state of incorporation (or formation) and in each
other state requested by Agent, (iii) bylaws (or similar governing document), (iv) resolutions of
its board of directors (or similar governing body) approving and authorizing such Person’s
execution, delivery and performance of the Loan Documents (in the case of Borrower), and the
Intercompany Debt Documents (in the case of the Existing Portfolio Companies), to which it is party
and the transactions contemplated thereby, and (v) signature and incumbency certificates of its
officers executing any of the Loan Documents (the requirement of this clause (v) to apply only to
Borrower), all certified by its secretary or an assistant secretary (or similar officer) as being
in full force and effect without modification. For the Trust, a true, correct, complete and
current copy of the Trust Agreement.




          (j) Opinion of Counsel. Opinion of counsel for Borrower, and Borrower hereby requests
such counsel to deliver such opinion and authorizes Agent and Lenders to rely thereon.




          (k) Insurance. Certificates or other evidence of insurance in effect as required by
Section 6.3(b), with endorsements naming (i) Agent, with respect to insurance policies of
Borrower and (ii) Borrower, with respect to insurance policies of the Existing Portfolio Companies,
as lenders’ loss payee and/or additional insured, as applicable.




          (l) Financials. The financial statements, projections and pro forma balance sheet
described in Section 5.4.




          (m) Consents. Evidence that all necessary consents, permits and approvals
(governmental or otherwise) required for the execution, delivery and performance by Borrower of the
Loan Documents have been duly obtained and are in full force and effect.




          (n) Certified Documents. To the extent in existence as of the Third Amendment Date
and not previously delivered to Agent, copies of the Intercompany Debt Documents and the other
Related Agreements (together with (x) any Collateral Assignments and (y) the Management Fee
Subordination Agreement) certified by Borrower’s chief financial officer, secretary or an assistant
secretary (or similar officer) as being in true, accurate and complete.




          (o) Other Documents. Such other certificates, documents and agreements as Agent or
any Lender may reasonably request.




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     4.2. All Credit Extensions.



          The obligation of each Lender to make each Loan and of Issuing Lender to issue each Letter of
Credit is subject to the additional conditions precedent that (unless such conditions are waived by
the Agent and Required Lenders), both before and after giving effect to any borrowing and the
issuance of any Letter of Credit, (a) the representations and warranties of Borrower set forth in
this Agreement and the other Loan Documents shall be true and correct in all material respects with
the same effect as if then made (except to the extent stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct as of such earlier
date), (b) no Event of Default or Default shall have then occurred and be continuing and (c) such
proposed borrowing or issuance of a Letter of Credit shall not cause the Total Debt to EBITDA
Ratio, as calculated based on the monthly financial statements and related compliance certificate
most recently delivered pursuant to Section 6.1.2 and 6.1.3 and giving effect to the outstanding
balance of the Revolving Loans after such proposed borrowing or issuance of a Letter of Credit, to
exceed the maximum permitted Total Debt to EBITDA Ratio set forth in Section 7.14.3 for the
last day of the most recently completed Computation Period. Each request by Borrower for the
making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a
representation and warranty by Borrower that the conditions precedent set forth in Section
4.2 will be satisfied at the time of the making of such Loan or the issuance of such Letter of
Credit.




Section 5. Representations and Warranties.




          To induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Loans
and to issue and participate in Letters of Credit hereunder, Borrower represents and warrants to
Agent and Lenders that, both before and after giving effect to the Related Transactions and, in
addition, as of the Third Amendment Date:




     5.1. Organization.



          Borrower is a limited liability company validly existing and in good standing under the laws
of the State of Delaware; the Trust and each Subsidiary is validly existing and in good standing
under the laws of the jurisdiction of its organization; and each Subsidiary is duly qualified to do
business in each jurisdiction where, because of the nature of its activities or properties, such
qualification is required, except for such jurisdictions where the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect.




     5.2. Authorization; No Conflict.



          Each of Borrower and each Subsidiary is (or was, as applicable with respect to Intercompany
Debt Documents in effect as of the date hereof) duly authorized to execute and deliver, as
applicable, each Loan Document and each Related Agreement to which it is a party, Borrower is duly
authorized to borrow monies hereunder, Borrower is duly authorized to perform its Obligations under
each Loan Document to which it is a party, and each Subsidiary is duly authorized to perform its
Obligations under each Intercompany Debt Document to which it is a party. The execution, delivery
and performance by Borrower of this Agreement, by Borrower of each Loan Document to which it is a
party and by each Subsidiary of each Intercompany Debt Document to which it is a party, and the
borrowings by Borrower hereunder and by each Subsidiary under the Intercompany Debt Documents, do
not and will not (a) require any consent or approval of any governmental agency or authority (other
than any consent or approval which has been obtained and is in full force and effect), (b) conflict
with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational
documents of Borrower or any other such Person or (iii) any agreement, indenture, instrument or
other document, or any judgment, order or decree, which is binding upon Borrower or any of its
properties or (c) require, or result in, the creation or imposition of any Lien on any asset of
Borrower or any Subsidiary (other than Liens in favor of Agent




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created pursuant to the Collateral Documents and Liens in favor of Borrower created pursuant
to the Intercompany Debt Documents).




     5.3. Validity; Binding Nature.



          Each of this Agreement and each other Loan Document to which Borrower is a party is the legal,
valid and binding obligation of Borrower, enforceable against Borrower in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of
creditors’ rights generally and to general principles of equity. Each Intercompany Debt Document
to which any Subsidiary is a party is the legal, valid and binding obligation of such Person,
enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and
similar laws affecting the enforceability of creditors’ rights generally and to general principles
of equity.




     5.4. Financial Condition.



          (a) The audited consolidated and consolidating financial statements of the Trust, Borrower and
the Existing Portfolio Companies (other than Aeroglide, American Furniture and Halo) as at December
31, 2006, and the unaudited consolidated and consolidating (by Portfolio Company) financial
statements of the Trust, Borrower and the Existing Portfolio Companies as at September 30, 2007,
copies of each of which have been delivered pursuant hereto, were prepared in accordance with GAAP
(subject, in the case of such unaudited statements, to the absence of footnotes and to normal
year-end adjustments) and present fairly the consolidated financial condition of such Persons as at
such dates and the results of their operations for the periods then ended.




          (b) The consolidated and consolidating financial projections (including an operating budget
and a cash flow budget) of Borrower and the Existing Portfolio Companies for the 3 year period
commencing December 31, 2007 delivered to Agent and Lenders on or prior to the Third Amendment Date
(i) were prepared by Borrower in good faith and (ii) were prepared in accordance with assumptions
for which Borrower has a reasonable basis, and the accompanying consolidated and consolidating pro
forma balance sheet of Borrower and the Existing Portfolio Companies as at September 30, 2007,
adjusted to give effect to the consummation of the financings contemplated hereby as if such
transactions had occurred on such date, is consistent in all material respects with such
projections.




     5.5. No Material Adverse Effect.



          Since December 31, 2006, there has been no Material Adverse Effect.




     5.6. Litigation.



          No litigation (including derivative actions), arbitration proceeding or governmental
investigation or proceeding is pending or, to Borrower’s knowledge, threatened against Borrower or
any Portfolio Company which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect, except as set forth in Schedule 5.6. As of the Third
Amendment Date, other than any liability incident to such litigation or proceedings, Borrower does
not have any material Contingent Obligations except as listed on Schedule 7.1.




     5.7. Ownership of Properties; Liens.



          Except as would not reasonably be expected to have a Material Adverse Effect, each of Borrower
and each Portfolio Company owns good and, in the case of real property, marketable title to all of
its properties and assets, real and personal, tangible and intangible, of any nature whatsoever
(including patents, trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges and




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claims (including infringement claims with respect to patents, trademarks, service marks,
copyrights and the like), except as permitted by Section 7.2.




     5.8. Capitalization.



          All issued and outstanding equity securities of the Subsidiaries are duly authorized and
validly issued, fully paid, non-assessable, and, except as set forth on Schedule 5.8, free
and clear of all Liens. Schedule 5.8 sets forth the authorized equity securities, and the
issued and outstanding equity securities, of Borrower and each Subsidiary as of the Third Amendment
Date. As of the Third Amendment Date, except as set forth on Schedule 5.8, there are no
pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar
agreements or understandings for the purchase or acquisition of any equity interests of Borrower or
any Subsidiary.




     5.9. Pension Plans.



          During the twelve-consecutive-month period prior to the Third Amendment Date or the making of
any Loan or the issuance of any Letter of Credit, (i) no steps have been taken to terminate any
Pension Plan and (ii) no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or
transaction has occurred with respect to any Pension Plan which could result in the incurrence by
Borrower or any other member of the Controlled Group of any liability, fine or penalty which could
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
All contributions (if any) have been made to any Multiemployer Pension Plan that are required to
be made by Borrower or any other member of the Controlled Group under the terms of the plan or of
any collective bargaining agreement or by applicable law; neither Borrower nor any member of the
Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred
any withdrawal liability with respect to any such plan or received notice of any claim or demand
for withdrawal liability or partial withdrawal liability from any such plan, and no condition has
occurred which, if continued, could result in a withdrawal or partial withdrawal from any such
plan, and neither Borrower nor any member of the Controlled Group has received any notice that any
Multiemployer Pension Plan is in reorganization, that increased contributions may be required to
avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or
has been funded at a rate less than that required under Section 412 of the IRC, that any such plan
is or may be terminated, or that any such plan is or may become insolvent.




     5.10. Investment Company Act.



          None of the Trust, Borrower or any Subsidiary is an “investment company” or a company
“controlled” by an “investment company” or a “subsidiary” of an “investment company”, within the
meaning of the Investment Company Act of 1940.




     5.11. [Intentionally Omitted].



     5.12. Margin Stock.



          None of the Trust, Borrower or any Subsidiary is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
Margin Stock. No portion of the Obligations or the Intercompany Debt is secured directly or
indirectly by Margin Stock.




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     5.13. Taxes.



          Except as would not reasonably be expected to have a Material Adverse Effect, each of Borrower
and each Portfolio Company has filed all tax returns and reports required by law to have been filed
by it and has paid all taxes and governmental charges thereby shown to be owing, except any such
taxes or charges which are being diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside on its books.




     5.14. Solvency.



          On the Third Amendment Date, and immediately prior to and after giving effect to the issuance
of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, Borrower
is Solvent.




     5.15. Environmental Matters.



          Except as set forth in Schedule 5.15, the on-going operations of Borrower and each Portfolio
Company comply in all respects with all Environmental Laws, except such non-compliance which could
not (if enforced in accordance with applicable law) reasonably be expected to result in a Material
Adverse Effect. Borrower and each Portfolio Company have obtained, and maintained in good
standing, all licenses, permits, authorizations and registrations required under any Environmental
Law and necessary for their respective ordinary course operations, and Borrower and each Portfolio
Company are in compliance with all material terms and conditions thereof, in each case except where
the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
Except as set forth in Schedule 5.15, none of Borrower, any Portfolio Company or any of their
respective properties or operations is subject to any outstanding written order from or agreement
with any Federal, state or local governmental authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous
Substance. Except as set forth in Schedule 5.15, there are no Hazardous Substances or other
conditions or circumstances existing with respect to any property, or arising from operations prior
to the Closing Date, of Borrower or any Portfolio Company that could reasonably be expected to
result in a Material Adverse Effect. Neither Borrower nor any Portfolio Company has any
underground storage tanks that are not properly registered or permitted under applicable
Environmental Laws or that are leaking or disposing of Hazardous Substances.




     5.16. Insurance.



          Borrower and each Portfolio Company and their respective properties are insured with
financially sound and reputable insurance companies which are not Affiliates of Borrower, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where Borrower or such
Portfolio Company operates.




     5.17. Information.



          All information heretofore or contemporaneously herewith furnished in writing by Borrower to
Agent or any Lender for purposes of or in connection with this Agreement and the transactions
contemplated hereby is, and all written information hereafter furnished by or on behalf of the
Trust or Borrower to Agent or any Lender pursuant hereto or in connection herewith will be, true
and accurate in every material respect on the date as of which such information is dated or
certified, and none of such information is or will be incomplete by omitting to state any material
fact necessary to make such information not misleading in light of the circumstances under which
made (it being recognized by Agent and Lenders that any projections and forecasts provided by
Borrower are based on good faith estimates




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and assumptions believed by Borrower to be reasonable as of the date of the applicable
projections or assumptions and that actual results during the period or periods covered by any such
projections and forecasts may differ from projected or forecasted results).




     5.18. Intellectual Property.



          Except as set forth in Schedule 5.18, Borrower owns and possesses or has a license or other
right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name
rights, service marks, service mark rights and copyrights as are necessary for the conduct of the
business of Borrower, without any infringement upon rights of others which could reasonably be
expected to have a Material Adverse Effect.




     5.19. Restrictive Provisions.



          Neither Borrower nor any Portfolio Company is a party to any agreement or contract or subject
to any restriction contained in its operative documents which could reasonably be expected to have
a Material Adverse Effect.




     5.20. Labor Matters.



          Except as set forth on Schedule 5.20, Borrower is not subject to any labor or
collective bargaining agreement. There are no existing or threatened strikes, lockouts or other
labor disputes involving Borrower that singly or in the aggregate could reasonably be expected to
have a Material Adverse Effect. Hours worked by and payment made to employees of Borrower are not
in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation
dealing with such matters.




     5.21. No Default.



          No Event of Default or Default exists or would result from the incurrence by Borrower of any
Debt hereunder or under any other Loan Document. As of the Third Amendment Date, no event of
default under and as defined in any of the Intercompany Debt Documents has occurred and is
continuing.




     5.22. Related Agreements.



          Borrower has furnished Agent a true and correct copy of the Related Agreements pursuant
hereto. Each of Borrower and, to Borrower’s knowledge, each other party to the Related Agreements,
has duly taken all necessary organizational action to authorize the execution, delivery and
performance of the Related Agreements and the consummation of transactions contemplated thereby.
As of the Closing Date, the Related Transactions occurring prior to the Closing Date have been
consummated in accordance with the terms of the Related Agreements and applicable law. The
execution and delivery of the Related Agreements in existence as of the Closing Date, and the
consummation of the Related Transactions occurring prior to the Closing Date, did not violate any
statute or regulation of the United States (including any securities law) or of any state or other
applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding
on Borrower or, to Borrower’s knowledge, any other party to the Related Agreements, or result in a
breach of, or constitute a default under, any material agreement, indenture, instrument or other
document, or any judgment, order or decree, to which Borrower is a party or by which Borrower is
bound or, to Borrower’s knowledge, to which any other party to the Related Agreements is a party or
by which any such party is bound. No statement or representation made in the Related Agreements in
existence as of the Closing Date by Borrower or, to Borrower’s knowledge, any other Person,
contains any untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time that such statement or




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representation is made. As of the Third Amendment Date and any other date on which such
representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the
representations and warranties contained in the Related Agreements in existence as of the Third
Amendment Date made by Borrower is true and correct in all material respects and (ii) to Borrower’s
knowledge, each of the representations and warranties contained in the Related Agreements in
existence as of the Third Amendment Date made by any Person other than Borrower is true and correct
in all material respects.




Section 6. Affirmative Covenants.




          Until the expiration or termination of the Revolving Loan Commitments and thereafter until all
Obligations (other than contingent indemnification obligations to the extent no claim giving rise
thereto has been asserted) of Borrower hereunder and under the other Loan Documents are paid in
full and all Letters of Credit have been terminated, Borrower agrees that, unless at any time
Required Lenders shall otherwise expressly consent in writing, it will:




     6.1. Information.



          Furnish to Agent, for further distribution by Agent to Lenders:




     6.1.1. Annual Report.



          (a) Promptly when available and in any event within 90 days after the close of each Fiscal
Year of Borrower or fiscal year of a Portfolio Company (as applicable): (i) for Borrower, a copy of
the annual audit report of Borrower and the Subsidiaries for such Fiscal Year, including therein a
consolidated balance sheet and statement of earnings and cash flows of Borrower and the
Subsidiaries as at the end of such Fiscal Year, certified without qualification (except for
qualifications relating to changes in accounting principles or practices reflecting changes in
generally accepted principles of accounting and required or approved by Borrower’s independent
certified public accountants) by independent auditors of recognized standing selected by Borrower
and reasonably acceptable to Agent, and an Excess Cash Flow Certificate, and (ii) for each
Portfolio Company, a copy of the annual audit report of such Portfolio Company for such Fiscal
Year, including therein a consolidated balance sheet and statement of earnings and cash flows of
such Portfolio Company as at the end of such Fiscal Year, certified without qualification (except
for qualifications relating to changes in accounting principles or practices reflecting changes in
generally accepted principles of accounting and required or approved by such Portfolio Company’s
independent certified public accountants) by independent auditors of recognized standing selected
by such Portfolio Company and reasonably acceptable to Agent.




          (b) Promptly when available and in any event within 90 days after the close of each Fiscal
Year: a copy of the consolidating (by Portfolio Company) balance sheet and statement of earnings
and cash flows of Borrower and the Subsidiaries as at the end of such Fiscal Year, certified
without qualification by the chief financial officer of Borrower.




     6.1.2. Interim Reports.



          Promptly when available and in any event within 45 days after the end of each month (including
months that correspond to the end of a Fiscal Quarter), (i) consolidated and consolidating (by
Portfolio Company) balance sheets of the Trust, Borrower and the Subsidiaries as of the end of such
month, together with consolidated and consolidating (by Portfolio Company) statements of earnings
and a consolidated and consolidating statement of cash flows for such month and for the period
beginning with the first day of such Fiscal Year and ending on the last day of such month, together
with a comparison with the corresponding period of the previous Fiscal Year and a comparison with
the budget for such





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period of the current Fiscal Year, certified by the chief financial officer of Borrower
(except that such monthly financial statements (a) will reflect a periodic reevaluation or
approximation of the “supplemental put” line item only for such monthly financial statements that
correspond to the end of a Fiscal Quarter, (b) will be subject to normal year-end adjustments and
(c) will not contain footnotes), and (ii) for monthly financial statements that correspond to the
end of a Fiscal Quarter, a written statement of Borrower’s management setting forth a discussion of
the financial condition, changes in financial condition and results of operations for Borrower and
for each Portfolio Company.




     6.1.3. Compliance Certificate.



               Contemporaneously with the furnishing of a copy of each annual audit report pursuant to
Section 6.1.1 and each set of quarterly statements pursuant to Section 6.1.2 (and
as required by Section 7.11) a duly completed Compliance Certificate, with appropriate
insertions, dated the date of such annual report or such quarterly statements, and signed by the
chief financial officer of Borrower, containing a computation of each of the financial ratios and
restrictions set forth in Section 7.14 and to the effect that such officer has not become
aware of any Event of Default or Default that has occurred and is continuing or, if there is any
such event, describing it and the steps, if any, being taken to cure it.



     6.1.4. Reports to SEC and Shareholders.



               Promptly upon the filing or sending thereof, copies of (a) all regular, periodic or special
reports of the Trust, Borrower or any Subsidiary filed with the Securities Exchange Commission, (b)
all registration statements of the Trust, Borrower or any Subsidiary filed with the Securities
Exchange Commission (other than on Form S-8) and (c) all proxy statements or other communications
made to security holders generally.



     6.1.5. Notice of Default; Litigation; ERISA Matters.



               Promptly upon becoming aware of any of the following, written notice describing the same and
the steps being taken by Borrower or the applicable Subsidiary affected thereby with respect
thereto:



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



               (b) any litigation, arbitration or governmental investigation or proceeding not previously
disclosed by Borrower to Lenders which has been instituted or, to the knowledge of Borrower, is
threatened against Borrower or any Subsidiary or to which any of the properties of any thereof is
subject which could reasonably be expected to have a Material Adverse Effect;



               (c) the institution of any steps by any member of the Controlled Group or any other Person to
terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required
contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under
Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with
respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary
furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event
with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence
by any member of the Controlled Group of any material liability, fine or penalty (including any
claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension
Plan), or any material increase in the contingent liability of Borrower or any Subsidiary with
respect to any post-retirement welfare plan benefit, or any notice that any Multiemployer Pension
Plan is in reorganization, that increased contributions may be required to avoid a reduction in
plan benefits or the imposition of an excise tax, that



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any such plan is or has been funded at a
rate less than that required under Section 412 of the IRC, that any such plan is or may be
terminated, or that any such plan is or may become insolvent;




               (d) any cancellation or material change in any insurance maintained by Borrower or any
Subsidiary; or



               (e) any other event (including (i) any violation of any Environmental Law or the assertion of
any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation)
which could reasonably be expected to have a Material Adverse Effect.



     6.1.6. Availability Certificate.



               Concurrent with the delivery of each interim report pursuant to Section 6.1.2, an
Availability Certificate dated as of the end of the most recently ended month covered by such
interim report and executed by a chief financial officer of Borrower on behalf of Borrower;
provided that at any time an Event of Default exists, Agent may require Borrower to deliver
Availability Certificates more frequently.



     6.1.7. Management Report.



               Promptly upon receipt thereof, copies of all detailed financial and management reports
submitted to Borrower, the Trust or any Subsidiary by independent auditors in connection with each
annual or interim audit made by such auditors of the books of Borrower or any Subsidiary.



     6.1.8. Projections.



               Commencing with respect to the Fiscal Year ending December 31, 2008, as soon as practicable,
and in any event not later than 45 days after the first day of each Fiscal Year, financial
projections for Borrower and the Subsidiaries for such Fiscal Year (including monthly operating and
cash flow budgets) prepared on a consolidated and consolidating (by Portfolio Company) basis and in
a manner consistent with the projections delivered by Borrower to Agent prior to the Closing Date
or otherwise in a manner reasonably satisfactory to Agent, accompanied by a certificate of a chief
financial officer of Borrower on behalf of Borrower to the effect that (a) such projections were
prepared by Borrower in good faith, (b) Borrower has a reasonable basis for the assumptions
contained in such projections and (c) such projections have been prepared in accordance with such
assumptions.



     6.1.9. Notice of an Event of Default under Intercompany Debt Documents.



               Promptly following the Borrower’s knowledge of the occurrence thereof, notice of any event of
default under an Intercompany Debt Document applicable to any Portfolio Company, together with
copies of any written correspondence with the applicable Portfolio Company regarding such event of
default.



     6.1.10. Other Information.



               Promptly from time to time, such other information concerning Borrower and any Subsidiary as
any Lender or Agent may reasonably request.



     6.2. Books; Records; Inspections.



               Keep, and cause each Subsidiary to keep, its books and records in accordance with sound
business practices sufficient to allow the preparation of financial statements in accordance with GAAP;



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permit, and cause each Subsidiary to permit, Agent (accompanied by any Lender) or any
representative thereof to inspect, at reasonable times during normal business hours, the properties
and operations of Borrower or such Subsidiary; and permit, and cause each Subsidiary to permit, at
any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an
Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit
any or all of its offices, to discuss its financial matters with its officers and its independent
auditors (and Borrower hereby authorizes such independent auditors to discuss such financial
matters with any Lender or Agent or any representative thereof), and to examine (and, at the
expense of Borrower, photocopy extracts from) any of its books or other records; and permit, and
cause each Subsidiary to permit, Agent and its representatives, at reasonable times during normal
business hours, to inspect the assets owned by such Person, to perform appraisals of the equipment
of Borrower or such Subsidiary, and, at reasonable times during normal business hours, to inspect,
audit, check and make copies of and extracts from the books, records, computer data, computer
programs, journals, orders, receipts, correspondence and other data relating to any assets of
Borrower or such Subsidiary. All such inspections or audits by Agent shall be at Borrower’s
expense, provided that so long as no Event of Default or Default exists, Borrower shall not be
required to reimburse Agent for appraisals more frequently than once each Fiscal Year.
Notwithstanding the foregoing, as they relate to any Subsidiary, the inspection and visitation
rights provided for under this Section 6.2 shall only apply if an Event of Default exists hereunder
or if such Subsidiary is in payment default under the Intercompany Debt Documents to which it is a
party.




     6.3. Maintenance of Property; Insurance.



               (a) Keep, and cause each Subsidiary to keep, all property useful and necessary in the business
of such Person in good working order and condition, ordinary wear and tear excepted.



               (b) Maintain, and cause each Subsidiary to maintain, with responsible insurance companies,
such insurance coverage as shall be required by all laws, governmental regulations and court
decrees and orders applicable to it and such other insurance, to such extent and against such
hazards and liabilities, as is customarily maintained by companies similarly situated; provided
that in any event, such insurance shall insure against all risks and liabilities of the type
insured against as of the Third Amendment Date and shall have insured amounts no less than, and
deductibles no higher than, those amounts provided for as of the Third Amendment Date. Upon
request of Agent or any Lender, Borrower shall furnish to Agent or such Lender a certificate
setting forth in reasonable detail the nature and extent of all insurance maintained by Borrower
and each Subsidiary. With respect to the insurance policies of the Subsidiaries that are party to
Intercompany Debt Documents, Borrower shall, as part of and in connection with such Intercompany
Debt Documents, (x) cause each issuer of an insurance policy to provide Borrower with an
endorsement (i) showing Borrower as a loss payee with respect to each policy of property or
casualty insurance and naming Borrower as an additional insured with respect to each policy of
liability insurance and (ii) providing that 30 days’ notice will be given to Borrower prior to any
cancellation of, or reduction or change in coverage provided by or other material modification to
such policy, and (y) obtain a collateral assignment of each business interruption insurance policy
maintained by such Subsidiaries.



               (c) Unless Borrower provides Agent with evidence of the continuing insurance coverage required
by this Agreement, Agent may purchase insurance at Borrower’s expense to protect the assets of
Borrower (and may require Borrower at its expense to procure insurance to protect the assets of the
Subsidiaries). The coverage that Agent purchases or requires, as applicable, may, but need not,
pay any claim that is made against Borrower (or any Subsidiary, as applicable) in connection with
the assets of such party. Borrower may later cancel any insurance purchased or required by Agent,
but only after providing Agent with evidence that Borrower has obtained the insurance coverage
required by this Agreement. If Agent purchases insurance for the Collateral, as set forth above,
Borrower will be responsible for the costs of that insurance, including interest and any other
charges that may be imposed



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with the placement of the insurance, until the effective date of the
cancellation or expiration of the insurance and the costs of the insurance may be added to the
principal amount of the Loans owing hereunder.




     6.4. Compliance with Laws; Payment of Taxes and Liabilities.



               (a) Comply, and cause the Trust and each Subsidiary to comply, in all material respects with
all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except
where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b)
without limiting clause (a) above, ensure, and cause the Trust and each Subsidiary to ensure, that
no person who owns a controlling interest in or otherwise controls the Trust, Borrower or a
Subsidiary is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List
maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury,
and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive
Order or regulation or (ii) a person designated under Section 1(b), (c) or
(d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or
any other similar Executive Orders; (c) without limiting clause (a) above, comply and cause the
Trust and each Subsidiary to comply, with all applicable Bank Secrecy Act and anti-money laundering
laws and regulations and (d) pay, and cause each Subsidiary to pay, prior to delinquency, all taxes
and other governmental charges against it or any of its property, as well as claims of any kind
which, if unpaid, could become a Lien on any of its property; provided, that the foregoing
shall not require any Person to pay any such tax or charge so long as it shall contest the validity
thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves
with respect thereto in accordance with GAAP.



     6.5. Maintenance of Existence.



               Maintain and preserve, and (subject to Section 7.5) cause the Trust and each
Subsidiary to maintain and preserve, (a) its existence and good standing in the jurisdiction of its
organization and (b) its qualification to do business and good standing in each jurisdiction where
the nature of its business makes such qualification necessary, other than any such jurisdiction
where the failure to be qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect.



     6.6. Employee Benefit Plans.



               Maintain each Pension Plan in substantial compliance with all applicable requirements of law
and regulations.



     6.7. Environmental Matters.



               If any release or disposal of Hazardous Substances shall occur or shall have occurred on any
real property or any other assets of Borrower or any Subsidiary, cause, or direct the applicable
Subsidiary to cause, the prompt containment and removal of such Hazardous Substances and the
remediation of such real property or other assets as is necessary to comply in all material
respects with applicable Environmental Laws and to preserve the value of such real property or
other assets.



     6.8. Further Assurances.



               Take-such actions as are necessary or as Agent or the Required Lenders may reasonably request
from time to time to ensure that the Obligations of Borrower under the Loan Documents are secured
by substantially all of the present and future assets of and equity interests in Borrower,
including (a) the execution and delivery by Borrower of reasonable and customary security
agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents,
and the filing or



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recording of any of the foregoing and (b) the delivery by Borrower of
certificated securities and other Collateral with respect to which perfection is obtained by
possession.




     Section 7. Negative Covenants.



               Until the expiration or termination of the Revolving Loan Commitments and thereafter until all
Obligations (other than contingent indemnification obligations to the extent no claim giving rise
thereto has been asserted) of Borrower hereunder and under the other Loan Documents are paid in
full and all Letters of Credit have been terminated, Borrower agrees that, unless at any time
Required Lenders shall otherwise expressly consent in writing, it will:



     7.1. Debt.



               Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt,
except:



               (a) Obligations under this Agreement and the other Loan Documents;



               (b) (i) Debt of the Portfolio Companies that does not exceed in the aggregate at any time
outstanding for any Portfolio Company the lesser of (x) $3,000,000 and (y) the product of (I) the
Existing Portfolio Company EBITDA or New Portfolio Company EBITDA (as applicable) of such Portfolio
Company for the twelve month period ending on the last day of the month for which financial
statements regarding such Portfolio Company have been most recently delivered to Agent in
accordance with the terms of this Agreement times (II) 0.25 (with measurements under this
clause (i) made at the time of incurrence of any such Debt of the Portfolio Companies); and (ii)
Debt of Borrower that does not exceed $500,000 in the aggregate at any time outstanding;



               (c) Qualified Intercompany Debt;



               (d) Hedging Obligations for bona fide hedging purposes and not for speculation;



               (e) Debt described on Schedule 7.1 as of the Third Amendment Date, and any extension,
renewal or refinancing thereof so long as the maximum principal amount thereof is not increased;



               (f) Outside Debt owing solely by Outside Portfolio Companies;



               (g) a $4,000,000 unsecured working capital line of credit facility between SDC Asia Tech. Ltd.
and The Chiba Bank Ltd., with SDA Asia Tech. Ltd. as the only obligor thereunder;



               (h) guarantees of obligations under real property leases and obligations in respect of
severance payments provided by entities within the same Portfolio Company or Operating Company (as
applicable), so long as any such guarantee is provided at the time such obligations are incurred;
and



               (i) Contingent Obligations, if any, arising with respect to customary indemnification
obligations in favor of purchasers in connection with dispositions permitted under Section
7.5.



     7.2. Liens.



               Not, and not permit any Subsidiary to, create or permit to exist any Lien on any of its real
or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter
acquired), except:




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     (a) Liens for taxes or other governmental charges not at the time delinquent or thereafter
payable without penalty or being diligently contested in good faith by appropriate proceedings and,
in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or
other enforcement of which is effectively stayed;



     (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers,
warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii)
Liens incurred in connection with worker’s compensation, unemployment compensation and other types
of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids,
performance bonds and similar obligations) for sums not overdue or being diligently contested in
good faith by appropriate proceedings and not involving any deposits or advances or borrowed money
or the deferred purchase price of property or services and, in each case, for which it maintains
adequate reserves in accordance with GAAP and the execution or other enforcement of which is
effectively stayed;



     (c) Liens described on Schedule 7.2 as of the Third Amendment Date;



     (d) to the extent securing Debt that is permitted to be incurred pursuant to Section
7.1(b), (i) Liens on the assets of a Portfolio Company arising in connection with Capital
Leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on
the assets of a Portfolio Company existing on property at the time of the acquisition thereof by
such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that
constitute purchase money security interests on any property of a Portfolio Company securing debt
of such Portfolio Company incurred for the purpose of financing all or any part of the cost of
acquiring such property, provided that any such Lien attaches to such property within 60 days of
the acquisition thereof and attaches solely to the property so acquired;



     (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding
$500,000 for any Portfolio Company, for any Outside Company, or for Borrower arising in connection
with court proceedings; provided, that the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested in good faith and by
appropriate proceedings;



     (f) easements, rights of way, restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the ordinary conduct of the business of
Borrower or any Subsidiary;



     (g) Liens arising under the Loan Documents;



     (h) Liens in favor of Borrower arising under Qualified Intercompany Debt Documents and
securing Intercompany Debt;



     (i) Liens securing Outside Debt that solely apply to the assets of Outside Portfolio
Companies;



     (j) leases or subleases granted to other Persons not interfering in any material respect with
the conduct of the business of the Borrower or any Subsidiary;



     (k) precautionary financing statement filings regarding operating leases; and



     (l) the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in
the same property subject thereto arising out of the extension, renewal or replacement of the Debt
secured thereby (without increase in the amount thereof).



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     7.3. [Intentionally Omitted].



     7.4. Restricted Payments.



     Not, and not permit any Subsidiary to, (a) make any dividend or other distribution to any of
its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or
other rights in respect thereof, (c) pay any management fees or similar fees to any of its equity
holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or
optional), defeasance, repurchase or any other payment in respect of any Subordinated Debt or (e)
set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) any Portfolio Company
and any Outside Company may pay pro rata dividends and other distributions to Borrower and to the
other holders of the equity interests of such Portfolio Company or Outside Company; (ii) Borrower
may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that
relate to Borrower and its Subsidiaries and to pay federal and state income taxes then due and
owing by the Trust (or its equity holders), so long as the amount of such distributions for the
payment of taxes shall not be greater than they would have been had Borrower not filed consolidated
income tax returns with such Person; (iii) Borrower and the Portfolio Companies may pay Management
Fees to Manager, and reimburse Manager for its reasonable expenses incurred in connection with its
management of Borrower, pursuant to and in accordance with the terms of the Management Fee
Agreement as in effect on the date hereof and the other Management Fee Documents (provided,
that (x) any amounts paid by Borrower under the Management Fee Agreement shall be net of amounts
paid by Portfolio Companies to Manager or its Affiliates pursuant to Management Fee Documents to
which the Portfolio Companies are party and (y) the making and receipt of payments under the
Management Fee Documents shall be subject to the provisions of the Management Fee Subordination
Agreement); (iv) Subsidiaries may pay Transaction Services Fees, in each case to the extent that
(i) such transaction fee is reasonable and customary based on the applicable acquisition or sale
and (ii) such transaction fee has been approved by the board of directors of the applicable
Portfolio Company or Outside Company and by the compensation committee of Borrower; (v) Borrower
may make Allocation Member Distributions; (vi) Borrower may make distributions to the Trust, for
further Distribution to the equityholders of the Trust, if, after giving effect thereto and the
incurrence of any Debt in connection therewith, (x) no Event of Default exists (and, assuming any
such incurrence of Debt in connection therewith had occurred on the first day of the then most
recently ended Computation Period for which financial statements have been delivered hereunder,
would not exist under Section 7.14.3), and (y) either (1) the amount of Borrowing
Availability is not less than the product of Consolidated EBITDA for the twelve month period ending
on the last day of the month for which financial statements have been most recently delivered to
Agent in accordance with this Agreement times 0.25, or (2) the Fixed Charge Coverage Ratio
for the twelve month period (or such shorter period commencing on December 1, 2007) ending on the
last day of the month for which financial statements have been most recently delivered in
accordance with this Agreement, calculated with the amount of any such distribution by Borrower,
together with all other such distributions by Borrower during such period of measurement, being
counted as a charge in the denominator of the Fixed Charge Coverage Ratio, is greater than 1.00;
and (vii) each Portfolio Company may purchase or redeem shares of its stock from employees upon or
in connection with termination of their employment, provided that (x) the amount paid to or as
directed by such employees in respect of all such purchases and redemptions shall not exceed
$100,000 in the aggregate for any such Portfolio Company per Fiscal Year, and (y) no such purchase
or redemption shall be made by a Portfolio Company at any time when such Portfolio Company is in
payment default under any Intercompany Debt Document.



     7.5. Mergers; Consolidations; Asset Sales.



     (a) Not, and not permit the Trust or any Subsidiary to, be a party to any merger or
consolidation, except for (i) any such merger or consolidation of any Subsidiary into a domestic



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Subsidiary that is the parent company of such Subsidiary, (ii) a Permitted Trust Merger, (iii)
Permitted Eligible Acquisitions and (iv) Permitted Ineligible Acquisitions.




     (b) Not, and not permit any Subsidiary to, sell, transfer, dispose of, convey or lease any of
its assets or equity interests, or sell or assign with or without recourse any receivables, except
for (i) sales of inventory by the Portfolio Companies in the ordinary course of business, (ii) a
sale by Borrower of a Portfolio Company, so long as (1) no Event of Default exists or would result
therefrom (and, in furtherance thereof, Borrower has delivered an updated Availability Certificate
to Agent, prepared on a pro forma basis giving effect to such sale and the application of the
proceeds thereof, demonstrating that Borrowing Availability shall be in excess of Revolving
Outstandings after giving effect to such sale) and (2) all Intercompany Debt owing by such
Portfolio Company is repaid in cash in full at the time of the closing of such sale, (iii) a sale
by Borrower of an Outside Company, (iv) sales and dispositions of assets by any Outside Company for
at least fair market value (as determined by the Board of Directors of such Outside Company), and
(v) sales and dispositions of assets by any Portfolio Company for at least fair market value (as
determined by the Board of Directors of such Portfolio Company), so long as the net book value of
all assets sold or otherwise disposed of by such Portfolio Company in any Fiscal Year does not
exceed the amount that is equal to 15% of the net book value of the tangible assets of such
Portfolio Company as of the last day of the most recently ended fiscal year of such Portfolio
Company.



     7.6. Modification of Organizational Documents.



     Not permit the Trust Agreement or the Borrower LLC Agreement, or the charter, by-laws or other
organizational documents of Borrower or any Subsidiary, to be amended or modified in any way which
could reasonably be expected to materially adversely affect the interests of Agent or any Lender.



     7.7. Use of Proceeds.



     Use the proceeds of the Loans, and the Letters of Credit, solely to repay the Prior Debt, to
reduce the outstanding principal balance of the Revolving Loans (with respect to proceeds of the
Term Loan), to satisfy fees and expenses arising in connection with the closing of the loan
facility hereunder, to fund Permitted Eligible Acquisitions and Permitted Ineligible Acquisitions,
to fund distributions permitted to be made by Borrower under Section 7.4, to fund advances
of Qualified Intercompany Debt by Borrower and to fund other Investments by Borrower permitted to
be made hereunder, and for other permitted general business purposes of Borrower; and not use or
permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.



     7.8. Transactions with Affiliates.



     Except as disclosed on Schedule 7.8 and except for transactions, arrangements and
contracts that are otherwise expressly permitted under the terms of this Agreement, not, and not
permit any Subsidiary to, enter into, or cause, suffer or permit to exist any transaction,
arrangement or contract with any of its other Affiliates, which is not on arm’s-length terms.



     7.9. Inconsistent Agreements.



     Not, and not permit any Subsidiary to, enter into any agreement containing any provision which
would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by
Borrower of any of its Obligations hereunder or under any other Loan Document, or by any borrowing
by a Portfolio Company under the Intercompany Debt Documents to which it is a party or the
performance by such Portfolio Company of its obligations under the Intercompany Debt Documents to



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which it is a party, (b) prohibit Borrower from granting to Agent and Lenders a Lien on any of
its assets, or prohibit a Portfolio Company from granting a Lien on its assets to Borrower pursuant
to the Qualified Intercompany Debt Documents to which such Portfolio Company is a party, or (c)
create or permit to exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or
pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or
any other Subsidiary that is a parent company of such Subsidiary or (iii) transfer any of its
assets or properties to Borrower or any other Subsidiary that is a parent company of such
Subsidiary other than, in the case of each of the foregoing clauses (i) through (iii), (A)
customary restrictions and conditions contained in agreements relating to the sale of all or a
substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted
hereunder, (B) restrictions provided for under Qualified Intercompany Debt Documents and
documentation applicable to Outside Portfolio Companies governing Outside Debt, (C) restrictions or
conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other
secured Debt permitted by this Agreement if such restrictions or conditions apply only to the
property or assets securing such Debt and (D) customary provisions in leases and other contracts
restricting the assignment thereof.




     7.10. Business Activities.



     Not act, and not permit the Trust to act, in any capacity other than as a holding company (it
being agreed and understood that the Trust may make Investments in sister companies to Borrower so
long as the Trust does not incur any Debt in connection with any such Investments), and not permit
any Subsidiary to, engage in any line of business other than the businesses engaged in on the
Closing Date, in the case of Existing Portfolio Companies owned as of the Third Amendment Date, or
on the date of the acquisition thereof pursuant to a Permitted Eligible Acquisition or a Permitted
Ineligible Acquisition (as applicable), in the case of New Portfolio Companies and Outside
Portfolio Companies acquired after the Third Amendment Date, and businesses reasonably related
thereto. Not issue any equity interest other than equity securities issued to the Trust and not
pledged to any Person and Allocation Interests issued pursuant to the provisions of the Borrower
LLC Agreement.



     7.11. Investments.



     Not, and not permit any Subsidiary to, make or permit to exist any Investment in any other
Person, except the following:



     (a) contributions by Borrower to the capital of Portfolio Company or an Outside Company, so
long as all of the equity interests in such Portfolio Company or Outside Company owned by Borrower
have been pledged to Agent to secure the Obligations in accordance with Section 6.8(a);



     (b) Investments in Portfolio Companies constituting Qualified Intercompany Debt; in each case
so long as Agent has received projections and other financial data reasonably acceptable to the
Agent which demonstrates that, after giving effect to the incurrence of any such Qualified
Intercompany Debt by a Portfolio Company, (i) such Portfolio Company is Solvent and (ii) the
Portfolio Company Leverage Ratio for such Portfolio Company is not greater than 5.00;



     (c) Investments of Debt in Outside Companies, so long as the instruments evidencing any such
Debt Investment have been pledged to Agent to secure the Obligations in accordance with Section
6.8(a);



     (d) Contingent Obligations constituting Debt permitted by Section 7.1 or Liens
permitted by Section 7.2;



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     (e) Cash Equivalent Investments;



     (f) bank deposits in the ordinary course of business;



     (g) Investments in securities of Account Debtors received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;



     (h) Investments listed on Schedule 7.11 as of the Third Amendment Date; and



     (i) Permitted Eligible Acquisitions and Permitted Ineligible Acquisitions.



     7.12. Restriction of Amendments to Certain Documents.



     (a) Not amend or otherwise modify, or waive any rights under any Related Agreement other than
the Intercompany Debt Documents, other than immaterial amendments, modifications and waivers not
adverse to the interests of Agent or any Lender; (b) not amend or otherwise modify, or waive any
rights under, any provisions of the Intercompany Debt Documents to the extent that any such
amendment, modification or waiver would have the effect of extending any maturity dates, reducing
any scheduled amounts for repayments of principal, extending any scheduled payment dates for
principal, reducing any interest or fees, reducing any interest rates, reducing or deferring any
mandatory prepayments, waiving any payment defaults or waiving any bankruptcy defaults (provided,
that this clause (b) shall not prohibit amended payments terms that are implemented in connection
with a recapitalization of a Portfolio Company that is permitted hereunder so long as such payments
terms are consistent with the applicable Intercompany Debt Documents as in effect prior to such
amendments and are otherwise reasonably acceptable to Agent); (c) not release, or permit the
release of, any Liens provided for under the Intercompany Debt Documents other than in connection
with a Disposition that is permitted by the provisions of Section 7.5; (d) not terminate, or permit
the termination of, any third-party documents and deliveries provided in furtherance of the Liens
provided for under the Intercompany Debt Documents other than in connection with a Disposition that
is permitted by the provisions of Section 7.5; and (e) not administer any of the Intercompany Debt
Documents other than on an arms’-length basis.



     7.13. Fiscal Year.



     Not change its Fiscal Year.



     7.14. Financial Covenants.



     7.14.1. Fixed Charge Coverage Ratio.



     Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than 1.50.



     7.14.2. Interest Coverage Ratio.



     Not permit the Interest Coverage Ratio for any Computation Period to be less than 2.75.



     7.14.3. Total Debt to EBITDA Ratio.



     Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to
exceed 3.50.



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     7.15. Bank Accounts.



     Not to maintain or establish any new bank accounts other than the bank accounts set forth on
Schedule 7.15 without prior written notice to Agent and unless Agent, Borrower and the bank
at which the account is to be opened enter into a tri-party agreement regarding such bank account
pursuant to which such bank acknowledges the security interest and control of Agent in such bank
account and agrees to limit its set-off rights on terms satisfactory to Agent.



     7.16. Subsidiaries.



     Not, and not permit any Subsidiary, to establish or acquire any new Subsidiary except (i) a
Subsidiary that is a Target in a Permitted Eligible Acquisition or a Permitted Ineligible
Acquisition, or that is a Subsidiary formed for the sole purpose of consummating a Permitted
Eligible Acquisition or a Permitted Ineligible Acquisition (“Acquisition Subsidiary”), (ii) a
Domestic Subsidiary of a Portfolio Company that is joined to the Qualified Intercompany Debt
Documents applicable to such Portfolio Company, with such joinder documents, among other things,
causing Borrower to have a perfected, first-priority Lien (subject only to permitted Liens) in
substantially all of the assets of and equity interest in such Domestic Subsidiary, and (iii)
Subsidiaries of Outside Companies.



     Section 8. Events of Default; Remedies.



     8.1. Events of Default.



     Each of the following shall constitute an Event of Default under this Agreement:



     8.1.1. Non-Payment of Credit.



     Default in the payment when due of the principal of any Loan; or default, and continuance
thereof for 2 days, in the payment when due of any interest, fee, reimbursement obligation with
respect to any Letter of Credit or other amount payable by Borrower hereunder or under any other
Loan Document.



     8.1.2. Default Under Other Debt.



     Any default shall occur under the terms applicable to any other Debt of Borrower in an
aggregate amount (for all such Debt so affected and including undrawn committed or available
amounts and amounts owing to all creditors under any combined or syndicated credit arrangement)
exceeding $500,000 and such default shall (a) consist of the failure to pay such Debt when due,
whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the
holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt
to become due and payable (or require Borrower to purchase or redeem such Debt or post cash
collateral in respect thereof) prior to its expressed maturity.



     8.1.3. Bankruptcy; Insolvency.



     Borrower or the Trust becomes insolvent or generally fails to pay, or admits in writing its
inability or refusal to pay, debts as they become due; or the Trust or Borrower applies for,
consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such
Person or any property thereof, or makes a general assignment for the benefit of creditors; or, in
the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is
appointed for the Trust or Borrower or for a substantial part of the property of any thereof and is
not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case
or proceeding under any bankruptcy or



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insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of the
Trust or Borrower, and if such case or proceeding is not commenced by such Person, it is consented
to or acquiesced in by such Person, or remains for 60 days undismissed; or the Trust or Borrower
takes any action to authorize, or in furtherance of, any of the foregoing.




     8.1.4. Non-Compliance with Loan Documents.



     (a) Failure by Borrower to comply with or to perform any covenant set forth in Sections
6.1.1, 6.1.2, 6.1.3, 6.1.5(a), 6.1.6, 6.1.8,
6.3(b), 6.5, 6.7, 6.8(b), and 7; or (b) failure by Borrower
to comply with or to perform any other provision of this Agreement or any other Loan Document
applicable to it (and not constituting an Event of Default under any other provision of this
Section 8) and continuance of such failure described in this clause (b) for 30 consecutive
days commencing with the date of such failure.



     8.1.5. Representations; Warranties.



     Any representation or warranty made by Borrower herein or any other Loan Document is breached
or is false or misleading in any material respect, or any schedule, certificate, financial
statement, report, notice or other writing furnished by Borrower to Agent or any Lender in
connection herewith is false or misleading in any material respect on the date as of which the
facts therein set forth are stated or certified.



     8.1.6. Pension Plans.



     (a) Institution of any steps by any Person to terminate a Pension Plan if as a result of such
termination Borrower or any member of the Controlled Group could be required to make a contribution
to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of
$250,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA; or (c) there shall occur any withdrawal or partial
withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued
interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding
withdrawal liability that Borrower or any member of the Controlled Group have incurred on the date
of such withdrawal) exceeds $250,000.



     8.1.7. Judgments.



     Final judgments which exceed an aggregate of $250,000 shall be rendered against Borrower and
shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal
within 30 days after entry or filing of such judgments.



     8.1.8. Invalidity of Collateral Documents.



     Any Collateral Document shall cease to be in full force and effect; or Borrower (or any Person
by, through or on behalf of Borrower) shall contest in any manner the validity, binding nature or
enforceability of any Collateral Document.



     8.1.9. Invalidity of Subordination Provisions.



     Any subordination provision in any document or instrument governing Subordinated Debt or any
subordination provision in any subordination agreement that relates to any Subordinated Debt, or
any subordination provision in any guaranty by Borrower of any Subordinated Debt, shall cease



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to be in full force and effect, or any Person (including the holder of any applicable
Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of
any such provision.




     8.1.10. Change of Control.



     (a) Manager ceases to be the manager under the Management Fee Agreement or the Management Fee
Agreement ceases to be in full force and effect in accordance with their terms in effect as of the
Closing Date in any respect, (b) the equity interests in the Trust cease to be registered for
trading on a Public Market, or (c) the Trust shall cease to directly own and control 100% of each
class of the outstanding equity interests of Borrower (other than the Allocation Interests) or
shall pledge the equity interests in Borrower owned by the Trust to any Person.



     8.1.11. Activities of the Trust or Borrower.



     Borrower or the Trust (i) conducts any business other than (x) its ownership of equity
securities of Borrower and the ownership of equity securities in sister companies to Borrower in
respect of which the Trust has not incurred any Debt, in the case of the Trust and (y) the
ownership of its Investments in the Portfolio Companies, in the case of Borrower, together in each
case with activities incidental to the conduct of its business as a holding company.



     8.2. Remedies.



     8.2.1. Termination of Revolving Loan Commitments; Acceleration.



     If any Event of Default described in Section 8.1.3 shall occur, the Revolving Loan
Commitments shall immediately terminate and the Loans and all other Obligations shall become
immediately due and payable and Borrower shall become immediately obligated to cash collateralize
all Letters of Credit in a manner acceptable to Agent, all without presentment, demand, protest or
notice of any kind. With respect to the Revolving Loan Commitments and Revolver Debt, if any Event
of Default (other than an Event of Default described in Section 8.1.3) shall occur and be
continuing, Agent (upon the written request of Required Revolving Lenders) shall declare the
Revolving Loan Commitments to be terminated in whole or in part and/or declare all or any part of
the Revolver Debt to be due and payable and/or demand that Borrower immediately cash collateralize
all or any Letters of Credit in a manner acceptable to Agent, whereupon the Revolving Loan
Commitments shall immediately terminate (or be reduced, as applicable) and/or the Revolver Debt
shall become immediately due and payable (in whole or in part, as applicable) and/or Borrower shall
immediately become obligated to cash collateralize the Letters of Credit (all or any, as
applicable) in a manner acceptable to Agent, all without presentment, demand, protest or notice of
any kind. With respect to the Term Debt, if any Event of Default (other than an Event of Default
described in Section 8.1.3) shall occur and be continuing, Agent, upon the written request
of Required Term Lenders, shall declare all or any part of the Term Debt to be due and payable,
whereupon the Term Debt shall become immediately due and payable (in whole or in part, as
applicable), without presentment, demand, protest or notice of any kind. Agent shall promptly
advise Borrower of any such declarations described in the preceding two sentences, but failure to
do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder
shall be held by Agent (without liability for interest thereon) and applied to Obligations arising
in connection with any drawing under a Letter of Credit. After the expiration or termination of
all Letters of Credit, such cash collateral shall be applied by Agent to any remaining Obligations
and any excess shall be delivered to Borrower or as a court of competent jurisdiction may elect.



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     8.2.2. Remedial Action Against Collateral.



     Notwithstanding anything to the contrary contained herein or in any other Loan Document to the
contrary, Required Revolving Lenders (and only Required Revolving Lenders) shall have the exclusive
right to direct Agent with respect to the taking of Enforcement Action (or not taking Enforcement
Action) against the Collateral upon the occurrence and during the continuation of an Acceleration
Event, including, but not limited to, the exclusive right to direct Agent with respect to taking or
retaking possession of the Collateral and holding, preparing for sale, processing, selling,
leasing, disposing of, or liquidating the Collateral, pursuant to a foreclosure or otherwise. No
Term Lender shall contest in any manner any such action or inaction with respect to the Collateral
in accordance with the provisions of this Section 8.2.2. Notwithstanding the foregoing, if
an Acceleration Event has occurred and is continuing and Required Revolving Lenders have not
directed Agent to take Enforcement Action with respect to any material portion of the Collateral
within ninety (90) days of the occurrence of such Acceleration Event, Required Term Lenders may
provide written instructions to Agent to take Enforcement Action in respect of the Collateral and,
unless and until Agent is in receipt of written instructions from Required Revolving Lenders to
take Enforcement Action in respect of a material portion of the Collateral, Agent shall follow such
written instructions of Required Term Lenders. In the event of competing instructions from
Required Revolving Lenders and Required Term Lenders regarding Enforcement Action with respect to
the Collateral, the instructions of Required Revolving Lenders shall govern and control.



     8.3. Purchase Option for Term Lenders Upon Acceleration Event.



     8.3.1. Purchase Notice.



     Upon the occurrence and during the continuation of an Acceleration Event or the commencement
of Enforcement Action by Agent against a material portion of the Collateral, one or more Term
Lenders shall have the option to purchase from the Revolving Lenders all, but not less than all, of
the Revolver Debt owing to them by giving a written notice of an intent to exercise such purchase
option (the “Purchase Notice”) to Agent. The applicable Term Lenders shall provide
Borrower with a copy of any Purchase Notice. The Purchase Notice from the applicable Term Lenders
to Agent shall be irrevocable. Prior to Agent’s receipt of a Purchase Notice, (a) there shall be
no restriction on Agent or Revolving Lenders taking (or refraining from taking) any Enforcement
Action with respect to the Collateral or taking (or refraining from taking) any other action or
exercising (or refraining from exercising) any other remedy with respect to the Revolving Loan
Commitments and the Revolver Debt, and neither Agent nor any Revolving Lender shall have any
liability for any of the foregoing, (c) Revolving Lenders shall be free to assign, participate or
otherwise transfer or dispose of their interests in the Revolver Debt, in each case such to the
purchase option provided for in this Section 8.3, without prior notice to, or consent of,
any Term Lenders (it being understood that this Section 8.3 is solely a right of the Term
Lenders to purchase the Revolver Debt if they so choose to deliver a Purchase Notice in accordance
with this Section 8.3, and this Section 8.3 does not constitute a right of first
refusal in favor of any Term Lender) and (d) Agent and Revolving Lenders may otherwise act with
respect to the Revolving Loan Commitments and the Revolver Debt as if the purchase option in this
Section 8.3 did not exist. In no event shall any Revolving Lender be deemed to be holding
any Revolver Debt for the benefit of, on account of, or as an agent or fiduciary for any Term
Lender.



     8.3.2. Purchase Option Closing.



     On the date specified by the applicable Term Lenders in the Purchase Notice (which shall not
be less than three (3) Business Days, nor more than ten (10) Business Days, after the receipt by
Agent of the Purchase Notice), the Revolving Lenders shall sell to the applicable Term Lenders, and
the applicable Term Lenders shall purchase from the Revolving Lenders, the Revolver Debt.



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     8.3.3. Purchase Price.



     Such purchase and sale of the Revolver Debt shall be made by execution and delivery by the
applicable parties of an assignment agreement in accordance with the assignment provisions hereof.
Upon the date of such purchase and sale, the applicable Term Lenders shall (i) pay to Agent, for
the ratable benefit of the Revolving Lenders, as the purchase price therefor the sum of the full
amount (at par) of all of the Revolver Debt then outstanding and unpaid and (ii) furnish cash
collateral to the Agent with respect to the outstanding Letters of Credit in an amount equal to
105% of such outstanding Letters of Credit. Such purchase price and cash collateral shall be
remitted, without set-off, recoupment or counterclaim, by wire transfer of immediately available
funds to Agent. Interest shall be calculated to but excluding the Business Day on which such
purchase and sale shall occur if the amounts so paid by the applicable Term Lenders to Agent are
received prior to 1:00 p.m. Chicago time.



     8.3.4. Nature of Sale.



     Such purchase and sale shall be expressly made without representation or warranty of any kind
by Agent or any Revolving Lender as to the Revolver Debt or otherwise and without recourse to Agent
or any Revolving Lender, except for several (not joint) representations and warranties of the
Revolving Lenders as to the following: (i) the amount of the Revolver Debt being purchased
(including as to the principal of and accrued and unpaid interest on such Revolver Debt, fees,
costs and expenses thereof), (ii) that the applicable Revolving Lender owns the Revolver Debt free
and clear of any liens created by it, and (iii) that the applicable Revolving Lender has the full
right and power to assign its Revolver Debt and such assignment has been duly authorized by all
necessary corporate action by such Revolving Lender.



     Section 9. Agent.



     9.1. Appointment; Authorization.



     (a) Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in
any other Loan Document, Agent shall not have any duty or responsibility except those expressly set
forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or any other Loan Document or otherwise exist against Agent.



     (b) Issuing Lender shall act on behalf of Lenders (according to their Pro Rata Shares) with
respect to any Letters of Credit issued by it and the documents associated therewith. Issuing
Lender shall have all of the benefits and immunities (i) provided to Agent in this Section
9 with respect to any acts taken or omissions suffered by Issuing Lender in connection with
Letters of Credit issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent”, as used
in this Section 9, included Issuing Lender with respect to such acts or omissions and (ii)
as additionally provided in this Agreement with respect to Issuing Lender.




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     9.2. Delegation of Duties.



          Agent may execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.




     9.3. Limited Liability.



          None of Agent or any of its directors, officers, employees or agents shall (a) be liable for
any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby (except to the extent resulting
from its own gross negligence or willful misconduct as determined by a court of competent
jurisdiction), or (b) be responsible in any manner to any Lender for any recital, statement,
representation or warranty made by Borrower or any Affiliate of Borrower, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by Agent under or in connection with,
this Agreement or any other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document (or the creation,
perfection or priority of any Lien or security interest therein), or for any failure of Borrower or
any other party to any Loan Document to perform its Obligations hereunder or thereunder. Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of Borrower or any Affiliate of
Borrower.




     9.4. Reliance.



          Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to Borrower), independent accountants and other experts selected by
Agent. Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice or concurrence of
Required Lenders, Required Revolving Lenders, Required Term Lenders, or all Lenders, as applicable
hereunder, as it deems appropriate and, if it so requests, confirmation from Lenders of their
obligation to indemnify Agent against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any other Loan Document
in accordance with a request or consent of Required Lenders, Required Revolving Lenders, Required
Term Lenders, or all Lenders, as applicable hereunder, and such request and any action taken or
failure to act pursuant thereto shall be binding upon each Lender.




     9.5. Notice of Default.



          Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of
Default or Default except with respect to defaults in the payment of principal, interest and fees
required to be paid to Agent for the account of Lenders, unless Agent shall have received written
notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or
Default and stating that such notice is a “notice of default”. Agent will notify Lenders of its
receipt of any such notice or any such default in the payment of principal, interest and fees
required to be paid to Agent for the account of Lenders. Agent shall take such action with respect
to such Event of Default or Default as may be requested by Required Lenders in accordance with
Section 8; provided that unless and until Agent has




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received any such request, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Event of Default or Default as it shall deem
advisable or in the best interest of Lenders.




     9.6. Credit Decision.



          Each Lender acknowledges that Agent has not made any representation or warranty to it, and
that no act by Agent hereafter taken, including any review of the affairs of Borrower, the Trust
and the Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any
Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent
and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, prospects, operations, property, financial and other condition
and creditworthiness of Borrower, the Trust and the Subsidiaries, and made its own decision to
enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents
that it will, independently and without reliance upon Agent and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of
Borrower, the Trust and the Subsidiaries. Except for notices, reports and other documents
expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or creditworthiness of Borrower or
the Trust or any Affiliate of Borrower or the Trust which may come into the possession of Agent.




     9.7. Indemnification.



          Whether or not the transactions contemplated hereby are consummated, each Lender shall
indemnify upon demand Agent and its directors, officers, employees and agents (to the extent not
reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so),
based on such Lender’s Pro Rata Share, from and against any and all actions, causes of action,
suits, losses, liabilities, damages and expenses, including Legal Costs, except to the extent any
thereof result from the applicable Person’s own gross negligence or willful misconduct, as
determined by a court of competent jurisdiction. Without limitation of the foregoing, each Lender
shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Legal Costs) incurred by Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the
extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking
in this Section 9.7 shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit, any foreclosure under, or modification, release
or discharge of, any or all of the Collateral Documents, termination of this Agreement and the
resignation or replacement of Agent.




     9.8. Agent Individually.



          Madison and its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with Borrower or the Trust and any
Affiliate of Borrower or the Trust as though Madison were not Agent hereunder and without notice to
or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, Madison or
its Affiliates may receive information regarding Borrower and the Trust or their Affiliates
(including information that may




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be subject to confidentiality obligations in favor of any such Person) and acknowledge that
Agent shall be under no obligation to provide such information to them. With respect to their
Loans (if any), Madison and its Affiliates shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though Madison were not Agent, and the
terms “Lender” and “Lenders” include Madison and its Affiliates, to the extent applicable, in their
individual capacities.




     9.9. Successor Agent.



          Agent may resign as Agent at any time upon 30 days’ prior notice to Lenders. If Agent resigns
under this Agreement, Required Lenders shall, with (so long as no Event of Default exists) the
consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among
Lenders a successor agent for Lenders. If no successor agent is appointed prior to the effective
date of the resignation of Agent, Agent may appoint, on behalf after consulting with Lenders and
(so long as no Event of Default exists) Borrower, a successor agent from among Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such
successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be
terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this
Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If
no successor agent has accepted appointment as Agent by the date which is 30 days following a
retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless
thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until
such time, if any, as Required Lenders appoint a successor agent as provided for above.




     9.10. Collateral Matters.



          Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any
Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been
Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in
connection with any sale or other disposition permitted hereunder (it being agreed and understood
that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower
as to the sale or other disposition of property being made in compliance with this Agreement); or
(iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required
Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such
Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 (it being
understood that Agent may conclusively rely on a certificate from Borrower in determining whether
the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent
at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its
interest in, particular types or items of Collateral pursuant to this Section 9.10.




     9.11. Subordinated Debt.



          Each Lender hereby irrevocably appoints, designates and authorizes Agent to enter into any
subordination or intercreditor agreement pertaining to any Subordinated Debt, on its behalf and to
take such action on its behalf under the provisions of any such agreement (subject to the last
sentence of this Section 9.11). Each Lender further agrees to be bound by the terms and
conditions of any subordination or intercreditor agreement pertaining to any Subordinated Debt.
Each Lender hereby authorizes Agent to issue blockages notices in connection with any Subordinated
Debt at the direction of Required Lenders (it being agreed and understood that Agent will not act
unilaterally to issue such blockage notices).




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     9.12. Documentation and Syndication Agent.



          Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, any Documentation Agent or Syndication Agent designated by Agent and Borrower
shall have no duties or responsibilities, and such Documentation Agent or Syndication Agent shall
not have or be deemed to have any fiduciary relationship with any Lender, and no implied
responsibilities, duties or obligations shall be construed to exist with respect to any such
Documentation Agent or Syndication Agent in this Agreement or any other Loan Document.




Section 10. Miscellaneous.




     10.1. Waiver; Amendments.



          No delay on the part of Agent or any Lender in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any
right, power or remedy preclude other or further exercise thereof, or the exercise of any other
right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any
provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and
intercreditor agreement or other subordination provisions relating to any Subordinated Debt) shall
in any event be effective unless the same shall be in writing and approved by Lenders having
aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated
herein with respect thereto or, in the absence of such designation as to any provision of this
Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given. No
amendment, modification, waiver or consent shall increase any Commitment (other than pursuant to
the provisions of Section 2.1.3 as in effect on the date hereof), extend the date scheduled
for payment of any principal of (except as set forth below) or interest on the Loans or any fees or
other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of
any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an
imposition of default interest pursuant to Section 2.7.1) or any fees or other amounts
payable hereunder or under the other Loan Documents, without, in each case, the consent of each
Lender affected thereby in addition to the approval of Required Lenders. No amendment,
modification, waiver or consent shall change any of the definitions of Availability, Combined
Eligible Availability, Borrowing Availability or Required Revolving Lenders without, in each case,
the consent of all Revolving Lenders (and without the need for consent from any Term Lenders);
provided, however, that (x) changes to the lending multiples contained in the
definition of Availability may be approved with the consent of Required Revolving Lenders (instead
of all Revolving Lenders) and (y) if any proposed action pursuant to this sentence would cause the
amount of Borrowing Availability to be increased by more than 10% above the amount of Borrowing
Availability in effect immediately prior to such proposed action, the consent of Required Term
Lenders in addition to the requisite level of approval from Revolving Lenders shall be necessary in
order for such proposed action to be taken. No amendment, modification, waiver or consent shall
change the definition of Required Term Lenders without, in each case, the consent of all Term
Lenders (and without the need for consent from any Revolving Lenders). No amendment, modification,
waiver or consent shall release any party from its obligations under the Collateral Agreement or
all or any substantial part of the Collateral granted under the Collateral Documents, change the
definition of Required Lenders, change any provision of this Section 10.1, amend the
provisions of Section 2.12.2 or reduce the aggregate Pro Rata Share required to effect any
amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. The
effect as an Event of Default of any event described in Section 8.1.1 may only be waived by
the written concurrence of (i) in the case of any such Event of Default in respect of Revolver
Debt, each Revolver Lender and (ii) in the case of any such Event of Default in respect of Term
Debt, each Term Lender, and the effect as an Event of Default of any other event described in
Section 8 may be waived by the written concurrence of Required Lenders. No provision of
Section 9 or other provision of this Agreement affecting Agent in its capacity as such
shall be




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amended, modified or waived without the consent of Agent. No provision of this Agreement
relating to the rights or duties of Issuing Lender in its capacity as such shall be amended,
modified or waived without the consent of Issuing Lender.




     10.2. Notices.



          Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices
hereunder shall be in writing (including facsimile transmission) and shall be sent to the
applicable party at its address shown on Annex II or at such other address as such party
may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent;
notices sent by mail shall be deemed to have been given three Business Days after the date when
sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or
overnight courier service shall be deemed to have been given when received. For purposes of
Sections 2.2.2 and 2.2.3, Agent shall be entitled to rely on telephonic
instructions from any person that Agent in good faith believes is an authorized officer or employee
of Borrower, and Borrower shall hold Agent and each other Lender harmless from any loss, cost or
expense resulting from any such reliance. Borrower and Lenders each hereby acknowledge that, from
time to time, Agent may deliver information and notices to Lenders using the internet service
“Intralinks”. Each of Borrower and each Lender hereby agree that Agent may, in its discretion,
utilize Intralinks for such purpose.




     10.3. Computations.



          (a) Unless otherwise specifically provided herein, any accounting term used in this Agreement
(including in Section 7.14 or any related definition) shall have the meaning customarily
given such term in accordance with GAAP, and all financial computations (including pursuant to
Section 7.14 and the related definitions, and with respect to the character or amount of
any asset or liability or item of income or expense, or any consolidation or other accounting
computation) hereunder shall be computed in accordance with GAAP consistently applied; provided
that if Borrower notifies Agent that Borrower wishes to amend any covenant in Section 7.14
(or any related definition) to eliminate or to take into account the effect of any change in GAAP
on the operation of such covenant (or if Agent notifies Borrower that Required Lenders wish to
amend Section 7.14 (or any related definition) for such purpose), then Borrower’s
compliance with such covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is withdrawn or such
covenant (or related definition) is amended in a manner satisfactory to Borrower and Required
Lenders. The explicit qualification of terms or computations by the phrase “in accordance with
GAAP” shall in no way be construed to limit the foregoing.




          (b) For all purposes of calculating Borrowing Availability and any financial tests hereunder,
(i) the results of any Outside Companies shall be excluded in their entirety and (ii) the results
of any Portfolio Companies that no longer constitute Subsidiaries of Borrower as of the applicable
date of measurement shall be excluded in their entirety. In addition, for purposes of calculating
the financing covenants set forth in Section 7.14 at any time when the balance of the
Revolving Loans is zero or the Revolving Loan Commitments have terminated, if the amount included
in Consolidated EBITDA that is attributable to any one Portfolio Company, or any group of Portfolio
Companies operating in the same business industry, exceeds 35%, then any such excess amounts shall
be excluded from such amount of Consolidated EBITDA for purposes of such calculations of the
financial covenants.




     10.4. Costs; Expenses.



          Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of Agent
(including Legal Costs) in connection with the preparation, execution, syndication, delivery and
administration (including perfection and protection of Collateral) of this Agreement, the other
Loan




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Documents and all other documents provided for herein or delivered or to be delivered
hereunder or in connection herewith (including any proposed or actual amendment, supplement or
waiver to any Loan Document), and all reasonable out-of-pocket costs and expenses (including Legal
Costs) incurred by Agent and each Lender after an Event of Default in connection with the
collection of the Obligations and enforcement of this Agreement, the other Loan Documents or any
such other documents. In addition, Borrower agrees to pay, and to save Agent and Lenders harmless
from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise
by Agent and Lenders of their rights pursuant to Section 6.2. All Obligations provided for
in this Section 10.4 shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit and termination of this Agreement).




     10.5. Indemnification by Borrower.



          In consideration of the execution and delivery of this Agreement by Agent and Lenders and the
agreement to extend the Loans and Commitments provided hereunder, Borrower hereby agrees to
indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees,
Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless
from and against any and all actions, causes of action, suits, losses, liabilities, damages and
expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by
Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender
offer, merger, purchase of equity interests, purchase of assets (including the Related
Transactions) or other similar transaction financed or proposed to be financed in whole or in part,
directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release,
emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at
any property owned or leased by Borrower or any Subsidiary, (c) any violation of any Environmental
Laws with respect to conditions at any property owned or leased by Borrower or any Subsidiary or
the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite
locations at which Borrower or any Subsidiary or their respective predecessors are alleged to have
directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance
(including without limitation the funding of extensions of credit hereunder and the subsequent
utilization thereof by Borrower) or enforcement of this Agreement or any other Loan Document by any
Lender Party, except to the extent any such Indemnified Liabilities result from the applicable
Lender Party’s own gross negligence or willful misconduct as determined by a court of competent
jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any
reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law. All Obligations
provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the
Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any
modification, release or discharge of, any or all of the Collateral Documents, termination of the
Revolving Commitments and termination of this Agreement.




     10.6. Marshaling; Payments Set Aside.



          Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of
Borrower or any other Person or against or in payment of any or all of the Obligations. To the
extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender
enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds
of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other
party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a)
to the extent of such recovery, the obligation hereunder or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred




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and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the
total amount so recovered from or repaid by Agent to the extent paid to such Lender.




     10.7. Nonliability of Lenders.



          The relationship between Borrower on the one hand and Lenders and Agent on the other hand
shall be solely that of borrower and lender. Neither Agent nor any Lender shall have any fiduciary
responsibility to Borrower. Neither Agent nor any Lender undertakes any responsibility to Borrower
to review or inform Borrower of any matter in connection with any phase of Borrower’s business or
operations. Execution of this Agreement by Borrower constitutes a full, complete and irrevocable
release of any and all claims which Borrower may have at law or in equity in respect of all prior
discussions and understandings, oral or written, relating to the subject matter of this Agreement
and the other Loan Documents. Neither Agent nor any Lender shall have any liability with respect
to, and Borrower hereby waives, releases and agrees not to sue for, any special, indirect, punitive
or consequential damages or liabilities.




     10.8. Assignments; Participations.



     10.8.1. Assignments.



          (a) Any Lender may at any time assign to one or more Persons (any such Person, an
“Assignee”) all or any portion of such Lender’s Loans and Revolving Loan Commitments, with
the prior written consent of Agent, Issuing Lender and, so long as no Event of Default exists,
Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required
for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund). Except
as Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a
Lender or an Affiliate of a Lender or an Approved Fund) shall be in a minimum aggregate amount
equal to $5,000,000 or, if less, the Revolving Loan Commitment or the principal amount of the Loan
being assigned. Borrower and Agent shall be entitled to continue to deal solely and directly with
such Lender in connection with the interests so assigned to an Assignee until Agent shall have
received and accepted an effective Assignment Agreement executed, delivered and fully completed by
the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender to whom such
interest is assigned; provided, that no such fee shall be payable in connection with any assignment
by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund. Any attempted assignment
not made in accordance with this Section 10.8.1 shall be treated as the sale of a
participation under Section 10.8.2. Borrower shall be deemed to have granted its consent
to any assignment requiring its consent hereunder unless Borrower has expressly objected to such
assignment within three Business Days after notice thereof.




          (b) From and after the date on which the conditions described above have been met, (i) such
Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights
and obligations hereunder have been assigned to such Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning
Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to
such Assignment Agreement, shall be released from its rights (other than its indemnification
rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the
assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver
to Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the
principal amount of the Assignee’s Pro Rata Share of the Revolving Loan Commitments (and, as
applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Loan Commitments
retained by the assigning Lender). Each such Note shall be dated the effective date of such
assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return
to Borrower any prior Note held by it.




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          (c) Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of
its offices in the United States a copy of each Assignment Agreement delivered to it and a register
for the recordation of the names and addresses of each Lender, and the Revolving Loan Commitments
of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The
entries in such register shall be conclusive, and Borrower, Agent and Lenders may treat each Person
whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. Such register shall be available for
inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to
Agent.




          (d) Notwithstanding the foregoing provisions of this Section 10.8.1 or any other
provision of this Agreement, any Lender may at any time assign all or any portion of its Loans and
its Note (i) as collateral security to a Federal Reserve Bank or, as applicable, to such Lender’s
trustee for the benefit of its investors (but no such assignment shall release any Lender from any
of its obligations hereunder) and (ii) to (w) an Affiliate of such Lender which is at least 50%
owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its
direct or indirect parent company, (y) to one or more other Lenders or (z) to a Approved Fund.




     10.8.2. Participations.



          Any Lender may at any time sell to one or more Persons participating interests in its Loans,
Revolving Loan Commitments or other interests hereunder (any such Person, a “Participant”).
In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s
obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations hereunder and (c) all amounts payable by Borrower shall be determined as if such Lender
had not sold such participation and shall be paid directly to such Lender. No Participant shall
have any direct or indirect voting rights hereunder except with respect to any event described in
Section 10.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all
affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence
into each participation agreement which such Lender enters into with any Participant. Borrower
agrees that if amounts outstanding under this Agreement are due and payable (as a result of
acceleration or otherwise), each Participant shall be deemed to have the right of set-off in
respect of its participating interest in amounts owing under this Agreement and with respect to any
Letter of Credit to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement; provided that such right of set-off shall be
subject to the obligation of each Participant to share with Lenders, and Lenders agree to share
with each Participant, as provided in Section 2.12.5. Borrower also agrees that each
Participant shall be entitled to the benefits of Section 3 as if it were a Lender (provided
that no Participant shall receive any greater compensation pursuant to Section 3 than would
have been paid to the participating Lender if no participation had been sold).




     10.9. Confidentiality.



          Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts
Agent or such Lender applies to maintain the confidentiality of its own confidential information)
to maintain as confidential all information provided to them by Borrower and designated as
confidential, except that Agent and each Lender may disclose such information (a) to Persons
employed or engaged by Agent or such Lender or any of their Affiliates (including collateral
managers of Lenders) in evaluating, approving, structuring or administering the Loans and the
Revolving Loan Commitments; (b) to any assignee or participant or potential assignee or participant
that has agreed to comply with the covenant contained in this Section 10.9 (and any such
assignee or participant or potential assignee or participant may disclose such information to
Persons employed or engaged by them as described in clause (a) above); (c) as required or requested
by any federal or state regulatory authority or examiner, or any insurance industry association, or
as reasonably believed by Agent or such Lender to be compelled by any court




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decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s
or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or
remedy under the Loan Documents or in connection with any litigation to which Agent or such Lender
is a party; (f) to any nationally recognized rating agency or investor of a Lender that requires
access to information about a Lender’s investment portfolio in connection with ratings issued or
investment decisions with respect to such Lender; (g) that ceases to be confidential through no
fault of Agent or any Lender; (h) to a Person that is an investor or prospective investor in a
Securitization that agrees that its access to information regarding Borrower and the Loans and
Revolving Loan Commitments is solely for purposes of evaluating an investment in such
Securitization and who agrees to treat such information as confidential; or (i) to a Person that is
a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in
connection with the administration, servicing and reporting on the assets serving as collateral for
such Securitization. For purposes of this Section, “Securitization” means a public or
private offering by a Lender or any of its Affiliates or their respective successors and assigns,
of securities which represent an interest in, or which are collateralized, in whole or in part, by
the Loans or the Revolving Loan Commitments. Notwithstanding the foregoing, Borrower consents to
the publication by Agent or any Lender of a tombstone or similar advertising material relating to
the financing transactions contemplated by this Agreement, and Agent reserves the right to provide
to industry trade organizations information necessary and customary for inclusion in league table
measurements.




     10.10. Captions.



          Captions used in this Agreement are for convenience only and shall not affect the construction
of this Agreement.




     10.11. Nature of Remedies.



          All Obligations of Borrower and rights of Agent and Lenders expressed herein or in any other
Loan Document shall be in addition to and not in limitation of those provided by applicable law.
No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.




     10.12. Counterparts.



          This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Agreement. Receipt by
telecopy of any executed signature page to this Agreement or any other Loan Document shall
constitute effective delivery of such signature page.




     10.13. Severability.



          The illegality or unenforceability of any provision of this Agreement or any instrument or
agreement required hereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Agreement or any instrument or agreement required hereunder.




     10.14. Entire Agreement.



          This Agreement, together with the other Loan Documents, embodies the entire agreement and
understanding among the parties hereto and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject matter hereof and
thereof (except




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as relates to the fees described in Section 2.8.3) and any prior arrangements made
with respect to the payment by Borrower of (or any indemnification for) any fees, costs or expenses
payable to or incurred (or to be incurred) by or on behalf of Agent or Lenders.




     10.15. Successors; Assigns.



          This Agreement shall be binding upon Borrower, Lenders and Agent and their respective
successors and assigns, and shall inure to the benefit of Borrower, Lenders and Agent and the
successors and assigns of Lenders and Agent. No other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents. Borrower may not assign or transfer any of its
rights or Obligations under this Agreement without the prior written consent of Agent and each
Lender.




     10.16. Governing Law.



          THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.




     10.17. Forum Selection; Consent to Jurisdiction.



          ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR
THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ILLINOIS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




     10.18. Waiver of Jury Trial.



          EACH OF BORROWER, AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE
BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING
IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.




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     10.19. USA PATRIOT Act Notification.



          Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies Borrower
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and
record certain information and documentation that identifies Borrower, which information includes
the name and address of Borrower and such other information that will allow Administrative Agent or
such Lender, as applicable, to identify Borrower in accordance with the USA PATRIOT Act.




[signature pages follow]




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          The parties hereto have caused this Agreement to be duly executed and delivered by their duly
authorized officers as of the date first set forth above.




[See signature blocks to Third Amendment to Credit

Agreement, to which this document is attached]





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ANNEX I

Commitments and Pro Rata Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Term Loan	 	 
	 	 	Revolving Loan	 	 	 	 	 	Commitment	 	 
	Lender	 	Commitment Amount	 	Pro Rata Share	 	Amount	 	Pro Rata Share
	Madison Capital
Funding LLC
	 	$	20,000,000	 	 	 	6.2	%	 	$	138,070,000	 	 	 	92.0	%
	First Tennessee
Bank National
Association
	 	$	15,000,000	 	 	 	4.6	%	 	$	0	 	 	 	0	%
	Allied Irish Banks,
P.L.C.
	 	$	10,000,000	 	 	 	3.1	%	 	$	0	 	 	 	0	%
	Fifth Third Bank
	 	$	45,000,000	 	 	 	13.8	%	 	$	0	 	 	 	0	%
	Allied Capital
Corporation
	 	$	25,000,000	 	 	 	7.7	%	 	$	0	 	 	 	0	%
	Golub Capital
Master Funding LLC
	 	$	10,000,000	 	 	 	3.1	%	 	$	0	 	 	 	0	%
	The Prudential
Insurance Company
of America
	 	$	35,000,000	 	 	 	10.8	%	 	$	0	 	 	 	0	%
	The CIT
Group/Business
Credit, Inc.
	 	$	25,000,000	 	 	 	7.5	%	 	$	0	 	 	 	0	%
	U.S. Bank National
Association
	 	$	35,000,000	 	 	 	10.8	%	 	$	0	 	 	 	0	%
	SunTrust Bank
	 	$	25,000,000	 	 	 	7.7	%	 	$	0	 	 	 	0	%
	Branch Banking and
Trust Company
	 	$	25,000,000	 	 	 	7.7	%	 	$	0	 	 	 	0	%






I-1









 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Term Loan	 	 
	 	 	Revolving Loan	 	 	 	 	 	Commitment	 	 
	Lender	 	Commitment Amount	 	Pro Rata Share	 	Amount	 	Pro Rata Share
	The PrivateBank and
Trust Company
	 	$	20,000,000	 	 	 	6.2	%	 	$	0	 	 	 	0	%
	CITIBANK, N.A.
	 	$	15,000,000	 	 	 	4.6	%	 	$	0	 	 	 	0	%
	HSBC Bank USA,
National
Association
	 	$	10,000,000	 	 	 	3.1	%	 	$	0	 	 	 	0	%
	GoldenTree Capital
Opportunities, L.P.
	 	$	0	 	 	 	0	%	 	$	5,020,000	 	 	 	3.3	%
	GoldenTree Capital
Solutions Fund
Financing
	 	$	0	 	 	 	0	%	 	$	6,910,000	 	 	 	4.6	%
	NewStar CP Funding
LLC
	 	$	10,000,000	 	 	 	3.1	%	 	$	0	 	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	$	325,000,000	 	 	 	100	%	 	$	150,000,000	 	 	 	100	%








I-2









 







Annex II




Addresses




	 	 	 
	Compass Group Diversified Holdings LLC
	61 Wilton Road
	2nd Floor
	Westport, Connecticut 06880
	Attention:

	 	Chief Financial Officer
	Telecopy:

	 	(203) 221-8253 
	 
	 	 
	Madison Capital Funding LLC,
	as Agent and a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	30 South Wacker Drive
	Suite 3700
	Chicago, Illinois 60606
	Attention:

	 	Account Manager for Compass Group
	Telephone:

	 	(312) 596-6900 
	Telecopy:

	 	(312) 596-6950 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	JPMorgan Chase Bank, N.A.
	ABA #:

	 	021000021 
	Account #:

	 	304938610 
	Reference:

	 	Madison Capital Funding LLC
	Address:

	 	New York, NY






II-1









 





	 	 	 
	First Tennessee Bank National Association, 

as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	301 N. Main Street, Suite 2010
	Winston-Salem, NC 27101
	Attention:

	 	Alex Turner
	Telephone:

	 	(336) 725-3132 
	Telecopy:

	 	(336) 703-9784 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	First Tennessee Bank, NA, Memphis, TN
	ABA #:

	 	084000026 
	Account Name:

	 	Bank Secrecy
	Account #:

	 	114174 3645 
	Reference:

	 	Compass Group Diversified Holdings LLC
	Attn: Helen Lowder @ 336-725-3156
	 
	 	 
	Allied Irish Banks, P.L.C.,
	as a Lender
	 
	 	 
	Address for Notices:
	405 Park Avenue
	4th Floor
	New York, NY 10022
	Attention:

	 	Joanne Gibson
	Telephone:

	 	(212) 515-6778 
	Telecopy:

	 	(212) 339-8325 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	JP Morgan Chase, New York
	ABA #:

	 	021000021 
	Swift:

	 	CHAS US33 
	Account Name:

	 	AIB Global Treasury
	Account #:

	 	001 1 907599 
	Reference:

	 	CBNA Leverage Team (Compass Group Diversified Holdings LLC)
	 
	 	 
	Fifth Third Bank,
	as a Lender
	 
	 	 
	Address for Notices:
	

222 South Riverside Plaza
	Suite 3300






II-2









 





	 	 	 
	Chicago, IL 60606
	Attention:

	 	Philip Renwick
	Telephone:

	 	(312) 704-7349 
	Telecopy:

	 	(312) 704-4374 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	Fifth Third Bank
	ABA #:

	 	042000314 
	Account Name:

	 	Commercial Loan Wires
	Account #:

	 	89922553 
	Reference:

	 	Compass Group Diversified Holdings LLC
	 
	 	 
	Allied Capital Corporation,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	520 Madison Avenue
	New York NY 10022
	Attention:

	 	Eric Groberg
	Telephone:

	 	(212) 822-7846 
	Telecopy:

	 	(212) 822-7851 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	Bank of America
	ABA #:

	 	026-009-593 
	Account #:

	 	003931037398 
	Reference:

	 	Allied Capital Depository Clearing
	 
	 	 
	Golub Capital Master Funding LLC,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	551 Madison Avenue
	6th Floor
	New York, NY 10022
	Attention:

	 	Greg Robbins
	Telephone:

	 	(212) 660-7274 
	Telecopy:

	 	(212) 750-5505 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	U.S. Bank N.A., Boston, MA
	ABA #:

	 	091-000-022 






II-3









 





	 	 	 
	For Credit to:

	 	Golub Capital Master Funding LLC
	Account #:

	 	1047-9006-3846 
	Reference:

	 	Compass
	 
	 	 
	The Prudential Insurance Company of America,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	1114 Avenue of the Americas
	30th Floor
	New York, New York 10036
	Attention:

	 	Yvonne Guajardo
	Telephone:

	 	(212) 626-2050 
	Telecopy:

	 	(212) 626-2077 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	JPMorgan Chase Bank
	ABA #:

	 	021000021 
	Account #:

	 	P86188 
	Reference:

	 	Prudential Managed
	Address:

	 	New York, New York
	 
	 	 
	The CIT Group/Business Credit, Inc.,
	as a Lender
	 
	 	 
	Address for Notices:
	900 Ashwood Parkway
	Suite 610
	Atlanta, Georgia 30338
	Attention:

	 	Ken Butler
	Telephone:

	 	(770) 522-7685 
	Telecopy:

	 	(770) 522-7673 
	 
	 	 
	Address for Payments:
	Bank:

	 	JPMorgan Chase Bank
	ABA #:

	 	021000021 
	Account #:

	 	144064425 
	Reference:

	 	Compass Diversified Holdings LLC
	Address:

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






II-4









 





	 	 	 
	Address for Notices:
	 
	 	 
	1420 Fifth Avenue
	7th Floor
	Seattle, Washington 98101
	Attention:

	 	Jason C. Nadler
	Telephone:

	 	(206) 587-5266 
	Telecopy:

	 	(206) 344-3646 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	U.S. Bank National Association
	ABA #:

	 	081000210 
	Account #:

	 	00018641540800 
	Reference:

	 	CODI
	 
	 	 
	SunTrust Bank,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	303 Peachtree Street
	10th Floor
	Atlanta, GA 30308
	Attention:

	 	Van Knick
	Telephone:

	 	(404) 813-0223 
	Telecopy:

	 	(404) 588-8505 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	SunTrust Bank, Atlanta, GA
	ABA #:

	 	061000104 
	Account Name:

	 	Wire Clearing General
	Account #:

	 	9088000112 
	Reference:

	 	Compass Group Diversified Holdings LLC
	Attn:

	 	Suzie Tyler
	 
	 	 
	Branch Banking and Trust Company,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	200 West 2nd Street
	16th Floor
	Winston Salem, NC 27101
	Attention:

	 	Greg Drabik
	Telephone:

	 	(336) 733-2730 
	Telecopy:

	 	(336) 733-2740 






II-5









 





	 	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	Branch Banking and Trust Company, Wilson, NC
	ABA #:

	 	053101121 
	Account Name:

	 	Compass Group Diversified Holdings LLC
	Account #:

	 	4990024761 
	Reference:

	 	Compass Group Diversified Holdings LLC
	Attn: Beth Cook
	 
	 	 
	The PrivateBank and Trust Company,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	70 West Madison, Suite 200
	Chicago, IL 60602
	Attention:

	 	Sam L. Dendrinos
	Telephone:

	 	(312) 564-1231 
	Telecopy:

	 	(312) 576-7504 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	The PrivateBank and Trust Company
	ABA #:

	 	071006486 
	Account #:

	 	                    
	Reference:

	 	Compass Diversified Holdings
	 
	 	 
	CITIBANK, N.A.,
	as a Lender
	 
	 	 
	Address for Notices:
	390 Greenwich Street
	1st Floor
	New York, NY 10013
	Attention:

	 	Carl Cho
	Telephone:

	 	(213) 723-9295 
	Telecopy:

	 	                    
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	CitiBank North American
	ABA #:

	 	021000089 
	Account Name:

	 	PMM Houston
	Account #:

	 	39041387 
	Reference:

	 	Compass Group
	Attn:

	 	Theresa Mistretta






II-6









 





	 	 	 
	HSBC Bank USA, National Association,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	8 Sound Shore Drive
	Greenwich, CT 06830
	Attention:

	 	Melinda A. White
	Telephone:

	 	(203) 863-5447 
	Telecopy:

	 	(203) 863-5459 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	HSBC Bank USA, NA, New York, NY
	ABA #:

	 	021001088 
	Account Name:

	 	Syndication
	Account #:

	 	01-940503 
	Reference:

	 	Compass Group Diversified Holdings LLC
	 
	 	 
	GoldenTree Capital Opportunities, L.P.,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	300 Park Avenue
	21st Floor
	New York, NY 10022
	Attention:

	 	                    
	Telephone:

	 	                    
	Telecopy:

	 	                    
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	The Bank of New York, Houston, TX 77002
	ABA #:

	 	021-000-018 
	Account Name:

	 	The Bank of New York
	Account #:

	 	211551 
	Sub-Account Name:

	 	GoldenTree Capital Opportunities
	Sub-Account #:

	 	774605 
	Reference:

	 	Compass Group Diversified Holdings LLC
	 
	 	 
	Attn: Joanna Willars
	 
	 	 
	GoldenTree Capital Solutions Fund Financing,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	300 Park Avenue






II-7









 





	 	 	 
	21st Floor
	New York, NY 10022
	Attention:

	 	                    
	Telephone:

	 	                    
	Telecopy:

	 	                    
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	The Bank of New York, Houston, TX 77002
	ABA #:

	 	021-000-018 
	Account Name:

	 	The Bank of New York
	Account #:

	 	GLA211551 
	Sub-Account Name:

	 	GoldenTree Capital Solutions Fund Financing
	Sub-Account #:

	 	774491 
	Reference:

	 	Compass Group Diversified Holdings LLC
	Attn: Bobbi Pfleger
	 
	 	 
	NewStar CP Funding LLC,
	as a Lender
	 
	 	 
	Address for Notices:
	 
	 	 
	500 Boylston Street
	Suite 1600
	Boston, MA 02116
	Attention:

	 	Bill Latham
	Telephone:

	 	(617) 848-2500 
	Telecopy:

	 	(214) 291-4349 
	 
	 	 
	Address for Payments:
	 
	 	 
	Bank:

	 	Wachovia Bank, N.A., Charlotte, NC
	ABA #:

	 	031-201-467 
	Account Name:

	 	NewStar Concentration LLC
	Account #:

	 	200032625215 
	Reference:

	 	Compass Group Diversified Holdings LLC







II-8












 





Annex III




Conditions Precedent to Permitted Eligible Acquisitions




          (1) Agent and Lenders shall receive not less than fifteen Business Days’ prior written notice
of such Acquisition, which notice shall include a reasonably detailed description of the proposed
terms of such Acquisition, and shall receive not less than 5 Business Days’ prior to the
consummation of such Acquisition substantially final versions of the primary acquisition documents
(including the purchase agreement and any Intercompany Debt Documents) to be executed in connection
with such Acquisition;




          (2) such Acquisition shall not be hostile and shall have been approved by the board of
directors (or other similar body) and/or the stockholders or other equityholders of the Target;




          (3) no Default or Event of Default is in existence or would occur after giving effect to such
Acquisition;




          (4) (i) Agent shall have received an updated Availability Certificate prepared on a pro forma
basis after giving effect to the consummation of the Acquisition and the incurrence of any Loans,
other Debt or Contingent Obligations in connection therewith, and (ii) Borrowing Availability
immediately after consummation of the Acquisition and the incurrence of any Loans, other Debt or
Contingent Obligations in connection therewith, shall be an amount equal to or greater than the
product of (x) Consolidated EBITDA for the twelve month period ending on the last day of the most
recently ended month for which financial statements have been delivered to Agent in accordance with
the provisions of this Agreement (calculated on a pro forma basis after giving effect to the Pro
Forma EBITDA of the Target) times (y) 0.25;




          (5) after giving effect to such Acquisition and the incurrence of any Loans, other Debt or
Contingent Obligations in connection therewith, Borrower shall be in compliance on a pro forma
basis with the covenants set forth in Section 7.14 recomputed for the most recent
Computation Period of Borrower for which information is available regarding the business being
acquired;




          (6) such Acquisition shall only involve a Target organized within the United States or Canada
(excluding the province of Quebec) and/or business and assets located in the United States or
Canada (excluding the province of Quebec); provided, that (i) with respect to any such
Target, business or assets located in Canada (excluding the province of Quebec), Agent shall be
reasonably satisfied that the Liens granted by such Target, or in such business or assets, as
applicable, in satisfaction of the requirements of clause (14) below, are valid and enforceable in
all respects and (ii) the provisions of this paragraph shall not apply to add-on Acquisitions of
Targets and/or businesses and assets outside of the United States or Canada (excluding the province
of Quebec) so long as Agent has received financial data that is reasonably acceptable to Agent
which demonstrates that, after giving effect to any such add-on Acquisition, no more than 10% of
the aggregate amount of Existing Portfolio Company EBITDA or New Portfolio Company EBITDA (as
applicable) of such Portfolio Company is attributable to Subsidiaries, businesses and assets
outside of the United States and Canada (excluding the province of Quebec);




          (7) the business of the Target would not subject Agent or any Lender to regulatory or third
party approvals in connection with the exercise of its rights and remedies under this Agreement or
any other Loan Documents other than approvals applicable to the exercise of such rights and
remedies with respect to Borrower prior to such Acquisition;




          (8) Agent and Lenders shall have received (w) a general description of (i) the Target’s
business, (ii) the Target’s competitive position within the Target’s industry, (iii) material




III-1









 






agreements binding upon the Target or any of its personal or real property and, if requested
by Agent, copies of such material agreements and (iv) pending material litigation involving the
Target; (x) background checks with respect to the management of the Target, (y) environmental
reports and related information regarding any property owned, leased or otherwise used by the
Target; and (z) any other material due diligence information or investigation with respect to the
Target that is reasonably required by Agent, which, in the case of the foregoing clauses (x) and
(y), shall be prepared by Acceptable Professionals and in form and substance reasonably satisfying
Agent that no Material Adverse Effect would be caused by, or would exist after giving effect to,
the proposed Acquisition;




          (9) with respect to any Acquisition that is an add-on acquisition by a Portfolio Company, the
Target in such Acquisition shall comprise a business of the type engaged in by such acquiring
Portfolio Company;




          (10) Agent and Lenders shall have received a financial due diligence report with respect to
the Target from an Approved Professional, inclusive of a quality of earnings assessment and a
calculation of the Pro Forma EBITDA for the Target;




          (11) the Target must have had a positive Pro Forma EBITDA on a cumulative basis for the
immediately preceding four fiscal quarters;




          (12) Agent and Lenders shall receive evidence that the Target has in place, with financially
sound and reputable insurers, public liability, property damage and business interruption insurance
with respect to its business and properties against loss or damage of the kinds customarily carried
or maintained by Persons of established reputation engaged in similar businesses and in commercial
reasonable amounts;




          (13) the acquisition documents governing such Acquisition shall permit the collateral
assignment by Borrower of its rights under such acquisition documents to Agent as security for the
Obligations and for Agent’s reliance on any legal opinions rendered in connection with such
Acquisition, and Borrower shall have executed and delivered to Agent a collateral assignment of its
rights under such acquisition documents to Agent that is reasonably satisfactory to Agent in form
and content;




          (14) there shall be no Debt incurred or assumed in connection with such Acquisition other than
Revolving Loans funded to Borrower under this Agreement, Qualified Intercompany Debt incurred by
the applicable Target and Indebtedness permitted under Section 7.1(b);




          (15) to the extent that any investments of Qualified Intercompany Debt are made in the Target
in connection with such Acquisition, (i) such Debt shall be evidenced by Qualified Intercompany
Debt Documents pursuant to which, among other things, a perfected, first-priority Lien has been
granted to Borrower in substantially all of the assets of and equity interests in such Target
(regardless of where such Target is organized) in accordance with the definition of the term
Qualified Intercompany Debt Documents; and (ii) Agent shall have received projections and other
financial data reasonably acceptable to Agent which demonstrates that, after giving effect to such
Debt investments, (x) such Target is Solvent and (y) the Portfolio Company Leverage Ratio for such
Target would not be greater than 5.00;




          (16) all material consents necessary for such Acquisition (including such consents as the
Agent deems reasonably necessary) have been acquired and such Acquisition is consummated in
accordance with the applicable acquisition documents and applicable law; and




III-2









 







          (17) promptly after obtaining knowledge thereof, Borrower shall provide notice of any material
change to any of the documents or information previously provided pursuant to clauses (1)
through (16) above.





III-3









 







Annex IV




Conditions Precedent to Permitted Ineligible Acquisitions




          (1) Agent and Lenders shall receive not less than fifteen Business Days’ prior written notice
of such Acquisition, which notice shall include a reasonably detailed description of the proposed
terms of such Acquisition, and shall receive not less than 5 Business Days’ prior to the
consummation of such Acquisition substantially final versions of the primary acquisition documents
(including the purchase agreement and any Intercompany Debt Documents) to be executed in connection
with such Acquisition;




          (2) such Acquisition shall not be hostile and shall have been approved by the board of
directors (or other similar body) and/or the stockholders or other equityholders of the Target;




          (3) no Default or Event of Default is in existence or would occur after giving effect to such
Acquisition;




          (4) (i) Agent shall have received an updated Availability Certificate prepared on a pro forma
basis after giving effect to the consummation of the Acquisition and the incurrence of any Loans,
other Debt or Contingent Obligations in connection therewith, and (ii) Borrowing Availability
immediately after consummation of the Acquisition and the incurrence of any Loans, other Debt or
Contingent Obligations in connection therewith, shall be an amount equal to or greater than the
product of (x) Consolidated EBITDA for the twelve month period ending on the last day of the most
recently ended month for which financial statements have been delivered to Agent in accordance with
the provisions of this Agreement (calculated on a pro forma basis after giving effect to the Pro
Forma EBITDA of the Target) times (y) 0.25;




          (5) after giving effect to such Acquisition and the incurrence of any Loans, other Debt or
Contingent Obligations in connection therewith, Borrower shall be in compliance on a pro forma
basis with the covenants set forth in Section 7.14 recomputed for the most recent
Computation Period of Borrower for which information is available regarding the business being
acquired;




          (6) the business of the Target would not subject Agent or any Lender to regulatory or third
party approvals in connection with the exercise of its rights and remedies under this Agreement or
any other Loan Documents other than approvals applicable to the exercise of such rights and
remedies with respect to Borrower prior to such Acquisition;




          (7) Agent and Lenders shall have received (w) a general description of (i) the Target’s
business, (ii) the Target’s competitive position within the Target’s industry, (iii) material
agreements binding upon the Target or any of its personal or real property and, if requested by
Agent, copies of such material agreements and (iv) pending material litigation involving the
Target; (x) background checks with respect to the management of the Target, (y) environmental
reports and related information regarding any property owned, leased or otherwise used by the
Target; and (z) any other material due diligence information or investigation with respect to the
Target that is reasonably required by Agent, which, in the case of the foregoing clauses (x) and
(y), shall be prepared by Acceptable Professionals;




          (8) Agent and Lenders shall have received a financial due diligence report with respect to the
Target from an Approved Professional, inclusive of a quality of earnings assessment and a
calculation of the Pro Forma EBITDA for the Target;





IV-1









 







          (9) the acquisition documents governing such Acquisition, and the loan documents governing any
Debt investments made by Borrower in the applicable Target, shall permit the collateral assignment
by Borrower of its rights under such acquisition documents to Agent as security for the
Obligations, and for Agent’s reliance on any legal opinions rendered in connection with such
Acquisition, and Borrower shall have executed and delivered to Agent a collateral assignment of its
rights under such documents to Agent that is reasonably satisfactory to Agent in form and content;




          (10) all material consents necessary for such Acquisition (including such consents as the
Agent deems reasonably necessary) have been acquired and such Acquisition is consummated in
accordance with the applicable acquisition documents and applicable law; and




          (11) promptly after obtaining knowledge thereof, Borrower shall provide notice of any material
change to any of the documents or information previously provided pursuant to clauses (1)
through (10) above.





IV-2












 





Exhibit A




Form of Assignment Agreement




          This Assignment Agreement (this “Assignment Agreement”) is entered into as of
________ by and between the Assignor named on the signature page hereto (“Assignor”) and
the Assignee named on the signature page hereto (“Assignee”). Reference is made to the
Credit Agreement dated as of November 21, 2006 (as amended or otherwise modified from time to time,
the “Credit Agreement”) among Compass Diversified Holdings LLC, a Delaware limited
liability company (“Borrower”), the financial institutions party thereto from time to time,
as Lenders, and Madison Capital Funding LLC, as Agent. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Credit Agreement.




Assignor and Assignee agree as follows:



1. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from
Assignor the interests set forth on the schedule attached hereto, in and to Assignor’s rights and
obligations under the Credit Agreement and the other Loan Documents as of the Effective Date (as
defined below). Such purchase and sale is made without recourse, representation or warranty except
as expressly set forth herein.



2. Assignor (i) represents that as of the Effective Date, that it is the legal and beneficial owner
of the interests assigned hereunder free and clear of any adverse claim, (ii) makes no other
representation or warranty and assumes no responsibility with respect to any statement, warranties
or representations made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any Loan
Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
Borrower or any other Person or the performance or observance by Borrower or any other Person of
its Obligations under the Credit Agreement or the Loan Documents or any other instrument or
document furnished pursuant thereto.



3. Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment
Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant thereto and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon
Agent, Assignor or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iv) appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the
terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it
will perform in accordance with their terms all obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender; (vi) represents that on the date of this
Assignment Agreement it is not presently aware of any facts that would cause it to make a claim
under the Credit Agreement; and (vii) if organized under the laws of a jurisdiction outside the
United States, attaches the forms prescribed by the Internal Revenue Service of the United States,
which have been duly executed, certifying as to Assignee’s exemption from United States withholding
taxes with respect to all payments to be made to Assignee under the Agreement or such other
documents as are necessary to indicate that all such payments are subject to such tax at a rate
reduced by an applicable tax treaty.



A-1









 





4. The effective date for this Assignment Agreement shall be as set forth on the schedule attached
hereto (the “Effective Date”). Following the execution of this Assignment Agreement, it
will be delivered to Agent for acceptance and recording by Agent pursuant to the Credit Agreement.



5. Upon such acceptance and recording, from and after the Effective Date, (i) Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment Agreement, have the
rights and obligations of a Lender thereunder and (ii) Assignor shall, to the extent provided in
this Assignment Agreement, relinquish its rights (other than indemnification rights) and be
released from its obligations under the Credit Agreement.



6. Upon such acceptance and recording, from and after the Effective Date, Agent shall make all
payments in respect of the interest assigned hereby (including payments of principal, interest,
fees and other amounts) to Assignee. Assignor and Assignee shall make all appropriate adjustments
in payments for periods prior to the Effective Date with respect to the making of this assignment
directly between themselves.



7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



8. This Assignment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Assignment. Receipt by
telecopy of any executed signature page to this Assignment shall constitute effective delivery of
such signature page.



A-2









 





     The parties hereto have caused this Agreement to be executed and delivered as of the date
first written above.



	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 

	 

	 	Title:	 	 
	 

	 	 	 	 

	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 

	 

	 	Title:	 	 
	 

	 	 	 	 

	 	 	[Consented to:
	 
	 	 	 	 
	 	 	[Madison Capital Funding LLC,

as Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 

	 

	 	Title:	 	 ]
	 

	 	 	 	 

	 
	 	 	 	 
	 	 	[[Compass Group Diversified Holdings LLC]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 

	 
	 	Title:	 	 ]
	 
	 	 	 	 







A-3









 





Schedule to Assignment Agreement




	 	 	 	 	 
	Assignor:

	 	 	 	 
	 

	 	 
	 	 
	Assignee:
	 	 	 	 
	 

	 	 
	 	 
	Effective Date:
	 	 	 	 
	 

	 	 
	 	 







Credit Agreement dated as of November 21, 2006 among Compass Group
Diversified Holdings LLC, as Borrower, the financial institutions party
thereto from time to time, as Lenders, and Madison Capital Funding LLC, as
Agent



Interests Assigned:




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan Commitment	 	 	Term Loan Commitment	 
	Commitment/Loan	 	 	 	 	 	 
	 
	Assignor Amounts
	 	$	 	 	 	$	 	 
	 
	Amounts Assigned
	 	$	 	 	 	$	 	 
	 
	Assignee Amounts
(post-assignment)
	 	$	 	 	 	$	 	 
	 





Assignee Information:




	 	 	 
	Address for Notices:
	 
	 	 
	 

	 
	 	 
	 

	 
	 	 
	Attention:
	 	 
	 

	 	 

	Telephone:
	 	 
	 

	 	 

	Telecopy:
	 	 
	 

	 	 











	 	 	 
	Address for Payments:
	 
	 	 
	Bank:
	 	 
	 

	 	 

	ABA #:
	 	 
	 

	 	 

	Account #:
	 	 
	 

	 	 

	Reference:
	 	 
	 

	 	 














A-4




 








 





Exhibit B




Form of Compliance Certificate




          Please refer to the Credit Agreement dated as of November 21, 2006 (as amended or otherwise
modified from time to time, the “Credit Agreement”) among the undersigned
(“Borrower”), the financial institutions party thereto and Madison Capital Funding LLC, as
Agent. This certificate (this “Certificate”), together with supporting calculations
attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement.
Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.




          [Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of Borrower as
at                      (the “Computation Date”), which report fairly presents in all material
respects the financial condition and results of operations [(subject to the absence of footnotes
and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared
in accordance with GAAP consistently applied.]




          Borrower hereby certifies and warrants that the computations set forth on the schedule
attached hereto correspond to the ratios and/or financial restrictions contained in the Credit
Agreement and such computations are true and correct as at the [Computation Date] [date hereof,
after giving pro forma effect to the Acquisition (and related Loans) pursuant to which this
certificate is delivered].




          Borrower further certifies that no Event of Default or Default has occurred and is continuing.




          Borrower has caused this Certificate to be executed and delivered by its officer thereunto
duly authorized on                     .




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





B-1









 





Schedule to Compliance Certificate

Dated as of                     




	 	 	 	 	 	 	 
	A.	 	Section 7.14.1 —  Minimum Fixed Charge Coverage Ratio
	 	 	 	 	 
	 	 
	 	 	1. 
	 	Consolidated EBITDA (per calculation 

below)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	2. 
	 	Income taxes and tax distributions
paid

	 	$                    
	 	 	 	 	 
	 	 
	 	 	3. 
	 	Capital Expenditures

	 	$                    
	 	 	 	 	 
	 	 
	 	 	4. 
	 	Management Fees paid in cash

	 	$                    
	 	 	 	 	 
	 	 
	 	 	5. 
	 	Borrower Expenses

	 	$                    
	 	 	 	 	 
	 	 
	 	 	6. 
	 	Sum of (2), (3), (4) and (5)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	7. 
	 	Remainder of (1) minus (6)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	8. 
	 	Interest Expense accrued for such
period and paid or payable in cash
(excluding interest on Qualified
Intercompany Debt and interest paid in
kind)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	9. 
	 	Required payments of principal of
Debt (excluding Revolving Loans and
excluding required payments of principal
in respect of Qualified Intercompany
Debt))

	 	$                    
	 	 	 	 	 
	 	 
	 	 	10. 
	 	Sum of (8) and (9)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	11. 
	 	Ratio of (7) to (10)

	 	      to 1
	 	 	 	 	 
	 	 
	 	 	12. 
	 	Minimum Required

	 	1.50 to 1
	 	 	 	 	 
	 	 
	B.	 	Section 7.14.2 — Minimum Interest Coverage Ratio
	 	 	 	 	 
	 	 
	 	 	1. 
	 	Consolidated EBITDA (per calculation 

below)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	2. 
	 	Management Fees paid in cash

	 	$                    
	 	 	 	 	 
	 	 
	 	 	3. 
	 	Borrower Expenses

	 	$                    
	 	 	 	 	 
	 	 
	 	 	4. 
	 	Sum of (2) and (3)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	5. 
	 	Remainder of (1) minus (4)

	 	$                    






B-2









 





	 	 	 	 	 	 	 
	 	 	6. 
	 	Interest Expense accrued for such
period and paid or payable in cash
(excluding interest on Qualified
Intercompany Debt and interest paid in
kind)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	7. 
	 	Ratio of (5) to (6)

	 	      to 1
	 	 	 	 	 
	 	 
	 	 	8. 
	 	Minimum required

	 	2.75 to 1
	 	 	 	 	 
	 	 
	C.	 	Section 7.14.4 — Maximum Total Debt to Consolidated EBITDA Ratio
	 	 	 	 	 
	 	 
	 	 	1. 
	 	Total Debt (excluding principal
balance of Qualified Intercompany Debt)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	2. 
	 	Consolidated EBITDA (per calculation 

below)

	 	$                    
	 	 	 	 	 
	 	 
	 	 	3. 
	 	Ratio of (1) to (2)

	 	      to 1
	 	 	 	 	 
	 	 
	 	 	4. 
	 	Maximum allowed

	 	3.50 to 1






B-3









 





Existing Portfolio Company EBITDA for each Existing Portfolio Company




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Consolidated Net Income for such Existing

Portfolio Company	 	$                    
	 	 	 	 	 	 	 
	 	 
	 	2.	 	 	Plus:
	 	Interest Expense

	 	$                    
	 	 	 	 	 	 	income tax expense

	 	$                    
	 	 	 	 	 	 	depreciation

	 	$                    
	 	 	 	 	 	 	amortization

	 	$                    
	 	 	 	 	 	 	Management Fees satisfied by or
otherwise allocable to such Existing
Portfolio Company

	 	$                    
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	Non-cash charges
reflecting in-process
research and development

	 	$                    
	 	 	 	 	 	 	Expense due to forgiveness
of non-cash loans to
management

	 	$                    
	 	 	 	 	 	 	Other non-cash expenses (or less gains or income)
for which no cash outlay
(or receipt) is
foreseeable
	 	$                    
	 	 	 	 	 	 	 
	 	 
	For periods prior to the acquisition of such
Portfolio Company:	 	
	 	 	 	 	 	 	 
	 	
	Pro Forma EBITDA for such Portfolio Company	 	$                    






New Portfolio Company EBITDA for each New Portfolio Company




	 	 	 	 	 	 	 	 	 
	For periods after the acquisition of such New
Portfolio Company:	 	 
	 	 	 	 	 	 	 
	 	 
	 	1.	 	 	Consolidated Net Income for such New Portfolio Company
	 	$                    
	 	 	 	 	 	 	 
	 	 
	 	2.	 	 	Plus:
	 	Interest Expense

	 	$                    
	 	 	 	 	 	 	income tax expense

	 	$                    
	 	 	 	 	 	 	depreciation

	 	$                    
	 	 	 	 	 	 	amortization

	 	$                    
	 	 	 	 	 	 	Management Fees satisfied by or
otherwise allocable to such New
Portfolio Company

	 	$                    
	 	 	 	 	 	 	Non-cash charges
reflecting in-process
research and development

	 	$                    
	 	 	 	 	 	 	Expense due to forgiveness
of non-cash loans to
management

	 	$                    






B-4









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Other non-cash expenses
(or less gains or income)
for which no cash outlay
(or receipt) is
foreseeable

	 	$                    
	 	 	 	 	 	 	 
	 	 
	For periods prior to the acquisition of such
Portfolio Company:	 	 
	 	 	 	 	 	 	 
	 	 
	Pro Forma EBITDA for such Portfolio Company	 	$                    






B-5









 





Calculation of Consolidated EBITDA




	 	 	 	 	 
	1. 
	 	The combined total of the Existing Portfolio
Company EBITDA for each Existing Portfolio Company

	 	$                    
	 	 	 
	 	 
	2. 
	 	The combined total of the New Portfolio Company
EBITDA for each New Portfolio Company

	 	$                    
	 	 	 
	 	 
	3. 
	 	Sum of (1) and (2)

	 	$                    
	 	 	 
	 	 
	4. 
	 	Minority Income

	 	$                    
	 	 	 
	 	 
	5. 
	 	Consolidated EBITDA (remainder of (3) minus (4))

	 	$                    






B-6









 





Exhibit C




Form of Availability Certificate




          Please refer to the Credit Agreement dated as of November 21, 2006 (as amended or otherwise
modified from time to time, the “Credit Agreement”) among the undersigned
(“Borrower”), the financial institutions party thereto from time to time, as Lenders, and
Madison Capital Funding LLC, as Agent. This certificate (this “Certificate”), together
with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the
terms of the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.




          Borrower hereby certifies and warrants that at the close of business on                     
(the “Calculation Date”), Borrowing Availability was $                    , computed as set forth
on the schedule attached hereto.




          Borrower has caused this Certificate to be executed and delivered by its officer thereunto
duly authorized on                     .




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





C-1









 





Schedule to Availability Certificate

Dated as of                     




Availability for each Existing Portfolio Company




	 	 	 	 	 
	1. 
	 	Existing Portfolio Company EBITDA

	 	$                    
	 	 	 
	 	 
	2. 
	 	Item 1 multiplied by 2.50

	 	$                    
	 	 	 
	 	 
	3. 
	 	Principal balance of Qualified Intercompany Debt

	 	$                    
	 	 	 
	 	 
	4. 
	 	Ratio of principal balance of Qualified Intercompany Debt
over Existing Portfolio Company EBITDA

	 	                    
	 	 	 
	 	 
	5. 
	 	3.0 minus Item 4

	 	                    
	 	 	 
	 	 
	6. 
	 	Compass-Owned EBITDA with respect to such Existing Portfolio
Company

	 	$                    
	 	 	 
	 	 
	7. 
	 	Product of Item 5 and Item 6

	 	$                    
	 	 	 
	 	 
	8. 
	 	Sum of Item 3 plus Item 7

	 	$                    
	 	 	 
	 	 
	9. 
	 	Least of (a) Item 2, (b) Item 8 and (c) 0, if such Existing
Portfolio Company is a Disqualified Portfolio Company

	 	$                    
	 	 	 
	 	 
	10. 
	 	Availability for such Existing Portfolio Company

	 	$                    






Availability for each New Portfolio Company




	 	 	 	 	 
	1. 
	 	New Portfolio Company EBITDA

	 	$                    
	 	 	 
	 	 
	2. 
	 	Item 1 multiplied by 1.50

	 	$                    
	 	 	 
	 	 
	3. 
	 	Principal balance of Qualified Intercompany Debt

	 	$                    
	 	 	 
	 	 
	4. 
	 	Ratio of principal balance of Qualified Intercompany Debt over
New Portfolio Company EBITDA

	 	$                    
	 	 	 
	 	 
	5. 
	 	1.5 minus Item 4

	 	$                    
	 	 	 
	 	 
	6. 
	 	Compass — Owned EBITDA with respect to such New Portfolio
Company

	 	$                    
	 	 	 
	 	 
	7. 
	 	Product of Item 5 and 6

	 	$                    
	 	 	 
	 	 
	8. 
	 	Sum of Item 3 plus Item 7

	 	$                    
	 	 	 
	 	 
	9. 
	 	Least of (a) Item 2, (b) Item 8 and (c) 0, if such New Portfolio
Company is a Disqualified Portfolio Company

	 	$                    
	 	 	 
	 	 
	10. 
	 	Availability for such New Portfolio Company

	 	$                    






C-2









 





Borrowing Availability




	 	 	 	 	 
	1. 
	 	Combined total of the Availability for each Existing Portfolio
Company

	 	$                    
	 	 	 
	 	 
	2. 
	 	Combined total of the Availability for each New Portfolio Company

	 	$                    
	 	 	 
	 	 
	3. 
	 	Item 1 plus Item 2

	 	$                    
	 	 	 
	 	 
	4. 
	 	Aggregate principal balance of Qualified Intercompany Debt

	 	$                    
	 	 	 
	 	 
	5. 
	 	Lesser of Item 3 and Item 4

	 	$                    
	 	 	 
	 	 
	6. 
	 	Excluded amounts where the aggregate amount of the Combined Eligible
Availability attributable to any one Portfolio Company, or any group
of Portfolio Companies operating in the same business industry, exceeds
35%, to the extent of any such excess amounts

	 	$                    
	 	 	 
	 	 
	7. 
	 	Combined Eligible Availability [Item 5 minus Item 6]

	 	$                    
	 	 	 
	 	 
	8. 
	 	Total Debt (excluding Revolving Outstandings and the Term Loan)

	 	$                    
	 	 	 
	 	 
	9. 
	 	Combined Eligible Availability minus Total Debt (excluding Revolving
Outstandings and the Term Loan) [Item 7 minus Item 8]

	 	$                    
	 	 	 
	 	 
	10. 
	 	Borrowing Availability [Lesser of Item 9 and Revolving Loan
Commitments]

	 	$                    
	 	 	 
	 	 
	11. 
	 	Revolving Outstandings

	 	$                    
	 	 	 
	 	 
	12. 
	 	Net Availability [Excess of Item 10 over Item 11]

	 	$                    
	 	 	 
	 	 
	13. 
	 	Required Prepayment [Excess of Item 11 over Item 10]

	 	$                    







C-3












 





Exhibit D




Form of Note




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	$

	 	 	 	 
	 	Chicago, Illinois
	 

	 	 	 	 	 	 





          The undersigned (“Borrower”), for value received, promises to pay to the order of
___(“Lender”) at the principal office of Madison Capital Funding LLC (the
“Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to Borrower by
Lender pursuant to the Credit Agreement referred to below, such principal amount to be payable on
the dates set forth in the Credit Agreement.




          Borrower further promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set
forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful
money of the United States of America.




          This Note evidences indebtedness incurred under, and is subject to the terms and provisions
of, the Credit Agreement, dated as of November 21, 2006 (as amended or otherwise modified from time
to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as
defined in the Credit Agreement), among Borrower, the financial institutions (including Lender)
party thereto from time to time and Agent, to which Credit Agreement reference is hereby made for a
statement of the terms and provisions under which this Note may or must be paid prior to its due
date or its due date accelerated.




          This Note is made under and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






D-1









 







Exhibit E




Form of Notice of Borrowing




          Please refer to the Credit Agreement dated as of November 21, 2006 (as amended or otherwise
modified from time to time, the “Credit Agreement”) among the undersigned
(“Borrower”), the financial institutions party thereto from time to time, as Lenders, and
Madison Capital Funding LLC, as Agent. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Credit Agreement. This notice is given pursuant to
Section 2.2.2 of the Credit Agreement. Borrower hereby requests a borrowing under the
Credit Agreement as follows:




          The aggregate amount of the proposed borrowing is $___. The requested borrowing
date for the proposed borrowing (which is a Business Day) is ___, ___. The Revolving
Loans comprising the proposed Borrowing are [Base Rate] [LIBOR] Loans. The duration of the
Interest Period for each LIBOR Loan made as part of the proposed Borrowing, if applicable, is
___months (which shall be 1, 2, 3 or 6 [or, with each Lender’s consent, 9 or 12 months)].




          Borrower has caused this Notice to be executed and delivered by its officer thereunto duly
authorized on ___.




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






E-1









 







Exhibit F




Form of Notice of Conversion/Continuation




          Please refer to the Credit Agreement, dated as of November 21, 2006 as amended or otherwise
modified from time to time, the “Credit Agreement”), among the undersigned
(“Borrower”), the financial institutions party thereto from time to time, as Lenders, and
Madison Capital Funding LLC, as Agent. This notice is given pursuant to Section 2.2.3 of
the Credit Agreement. Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed thereto in the Credit Agreement. Borrower hereby requests a
[conversion][continuation] of Loans as follows:




          The date of the proposed [conversion] [continuation] is ___, ___(which shall be a
Business Day). The aggregate amount of the Loans proposed to be [converted] [continued] is
$___. [Specify which part is to be converted and which part is to be continued, if
appropriate.] The Loans to be [continued] [converted] are [Base Rate Loans] [LIBOR Loans] and the
Loans resulting from the proposed [conversion] [continuation] will be [Base Rate Loans] [LIBOR
Loans]. The duration of the requested Interest Period for each LIBOR Loan made as part of the
proposed [conversion] [continuation] is ___months (which shall be 1, 2, 3 or 6 [or, with
each Lender’s consent, 9 or 12 months)].




          Borrower has caused this Notice to be executed and delivered by its officer thereunto duly
authorized on ___.




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






F-1









 







Exhibit G




Form of Excess Cash Flow Certificate




Date: ___, 200_




          Please refer to the Credit Agreement dated as of November 21, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among the undersigned
(together with its respective successors and assigns, the “Borrower”), the financial institutions
party thereto, as Lenders, and Madison Capital Funding LLC, as Agent. This certificate (this
“Certificate”), together with supporting calculations attached hereto, is delivered to Agent and
Lenders pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein
are used herein as defined in the Credit Agreement.




          The officer executing this Certificate is duly authorized to execute and deliver this
Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to
Agent and Lenders that:




          (a) set forth on Schedule 1 attached hereto is a correct calculation of Excess Cash
Flow for the year ended December 31, 20___and a correct calculation of the required prepayment of




$___;




          (b) Schedule 1 attached hereto is based on the audited financial statements which have
been delivered to Agent in accordance with Section 6.1.1 of the Credit Agreement.




          IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its chief financial
officer this ___day of ___, 200_.




	 	 	 	 	 
	 	 	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Schedule 1

to

Excess Cash Flow Certificate




     Excess Cash Flow is defined as follows:



	 	 	 	 	 
	EBITDA (from applicable attachment to Exhibit B)
	 	$	 	 
	Plus: Decrease in Adjusted Working Capital
	 	$	 	 
	Less: Scheduled principal payments made with respect to Term Loan
	 	$	 	 
	Voluntary principal payments made with respect to Term Loan
	 	$	 	 






F-2









 





	 	 	 	 	 
	Cash payments (not financed by Debt) made with respect to Capital
	 	$	 	 
	Expenditures permitted by Credit Agreement
	 	 	 	 
	Federal, state, local and foreign income taxes paid in cash
	 	$	 	 
	Increase in Adjusted Working Capital
	 	$	 	 
	Interest Expense paid in cash
	 	$	 	 
	Management Fees paid in cash to the extent permitted under Section 7.4
	 	$	 	 
	 
	 	 	 	 
	Excess Cash Flow
	 	$	 	 
	Total Debt to EBITDA Ratio (from item C(3) of Exhibit B)
	 	 	: 1	 
	Prepayment percent
	 	 	%	 
	Prepayment amount
	 	$	 	 






     Decrease (increase) in Adjusted Working Capital, for the purposes of the calculation of Excess Cash
Flow, means the following:



	 	 	 	 	 	 	 	 	 
	 	 	Beg. of Period	 	 	End of Period	 
	 
	 	 	 	 	 	 	 	 
	Consolidated current assets:
	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	Less: cash
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	cash equivalents
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Adjusted current assets
	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	Consolidated current liabilities:
	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	Less: short-term Debt (including
current portion of long-term Debt)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Adjusted current liabilities
	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	Adjusted Working Capital (adjusted
consolidated current assets minus
adjusted consolidated current
liabilities)
	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	Decrease (Increase) in Adjusted Working
Capital (beginning of period minus end
of period Adjusted Working Capital)
	 	 	 	 	 	$	 	 







F-3