aap10-30.htm


    Exhibit
      10.30

     

    
      

      

    

     

    
      TERM
        LOAN
        CREDIT AGREEMENT

       

       

      dated
        as
        of December 4, 2007

       

       

      among

       

       

      ADVANCE
        AUTO PARTS, INC.,

       

       

      ADVANCE
        STORES COMPANY, INCORPORATED, as Borrower,

       

       

      The
        Lenders Party Hereto

       

       

      and

       

       

      JPMORGAN
        CHASE BANK, N.A.,

      as
        Administrative Agent

       

      ___________________________

       

       

      J.P.
        MORGAN SECURITIES INC.

       

       

      and

       

       

      BANC
        OF
        AMERICA SECURITIES LLC,

      as
        Joint
        Lead Arrangers and Joint Bookrunners

       

       

      ___________________________

       

       

      BANK
        OF
        AMERICA, N.A.,

      as
        Syndication Agent

       

       

      
        

        

      

    

    [CS&M
      Ref. No. -- 6701-760]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    TABLE
      OF
      CONTENTS

     

    Page

     

    ARTICLE
      I

     

    Definitions

     

    
      	SECTION
              1.01.	Defined
              Terms	
              1

            
	SECTION
              1.02.	Classification
              of Loans and Borrowings	
              16

            
	SECTION
              1.03.	Terms
              Generally	
              16

            
	SECTION
              1.04.	Accounting
              Terms; GAAP; Fiscal Month	
              16

            


    

     

    ARTICLE
      II

     

    The
      Credits

     

    
      
        	
                SECTION
                  2.01.

              	Commitments	
                17

              
	SECTION
                2.02.	Loans
                and Borrowings	
                17

              
	SECTION
                2.03.	Requests
                for Borrowings	
                18

              
	SECTION
                2.04.	Funding
                of Borrowings	
                18

              
	SECTION
                2.05. 	Interest
                Elections	
                19

              
	SECTION
                2.06.	Termination
                and Reduction of Commitments	
                20

              
	SECTION
                2.07.	Repayment of
                Loans; Evidence of Debt	
                21

              
	SECTION
                2.08.	Prepayment
                of Loans	
                21

              
	SECTION
                2.09.	Fees	
                22

              
	SECTION
                2.10.	Interest 	
                22

              
	SECTION
                2.11.	Alternate
                Rate of Interest	
                23

              
	SECTION
                2.12.	Increased
                Costs	
                23

              
	SECTION
                2.13. 	Break
                Funding Payments	
                24

              
	SECTION
                2.14.	Taxes	
                25

              
	SECTION
                2.15.	Payments
                Generally; Pro Rata Treatment; Sharing of Set-offs	
                26

              
	SECTION
                2.16.	Mitigation
                Obligations; Replacement of Lenders	
                28

              


      

         

    

    ARTICLE
      III

     

    Representations
      and Warranties

     

    
      
        
          	
                  SECTION
                    3.01.

                	Organization;
                  Powers	
                  29

                
	SECTION
                  3.02.	Authorization;
                  Enforceability	
                  29

                
	SECTION
                  3.03.	Governmental
                  Approvals; No Conflicts	
                  29

                
	SECTION
                  3.04.	Financial
                  Condition; No Material Adverse Change	
                  30

                
	SECTION
                  3.05. 	Properties	
                  30

                
	SECTION
                  3.06.	Litigation
                  and Environmental Matters	
                  30

                
	SECTION
                  3.07.	Compliance
                  with Laws and Agreements	
                  31

                
	SECTION
                  3.08.	Investment
                  Company Status	
                  31

                
	SECTION
                  3.09.	Taxes	
                  31

                


        

          

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    SECTION
                      3.10.

                  	ERISA	
                    31

                  
	SECTION
                    3.11.	Disclosure	
                    31

                  
	SECTION
                    3.12.	Subsidiaries	
                    32

                  
	SECTION
                    3.13.	Insurance	
                    32

                  
	SECTION
                    3.14. 	Solvency	
                    32

                  


          

             

        

      

    

    ARTICLE
      IV

     

    Conditions

    
       

      
        
          
            
              	
                      SECTION
                        4.01.

                    	Effective
                      Date	
                      32

                    
	SECTION
                      4.02.	Each
                      Credit Event	
                      34

                    


            

               

          

        

      

    

    ARTICLE
      V

     

    Affirmative
      Covenants

    
       

      
        
          
            
              	
                      SECTION
                        5.01.

                    	Financial
                      Statements and Other Information	
                      34

                    
	SECTION
                      5.02.	Notices
                      of Material Events	
                      36

                    
	SECTION
                      5.03.	Existence;
                      Conduct of Business	
                      36

                    
	SECTION
                      5.04.	Payment
                      of Obligations	
                      36

                    
	SECTION
                      5.05. 	Maintenance
                      of Properties	
                      37

                    
	SECTION
                      5.06.	Insurance	
                      37

                    
	SECTION
                      5.07.	Books
                      and Records; Inspection and Audit Rights	
                      37

                    
	SECTION
                      5.08.	Compliance
                      with Laws	
                      37

                    
	SECTION
                      5.09.	Use
                      of Proceeds	
                      37

                    


            

               

          

        

      

    

    ARTICLE
      VI

     

    Negative
      Covenants

    
      
         

        
          
            
              
                	
                        SECTION
                          6.01.

                      	Subsidiary
                        Indebtedness	
                        38

                      
	SECTION
                        6.02.	Liens	
                        39

                      
	SECTION
                        6.03.	Fundamental
                        Changes	
                        40

                      
	SECTION
                        6.04.	Investments,
                        Loans, Advances, Guarantees and Acquisitions	
                        41

                      
	SECTION
                        6.05. 	Swap
                        Agreements	
                        42

                      
	SECTION
                        6.06.	Restrictive
                        Agreements	
                        42

                      
	SECTION
                        6.07.	Sale
                        and Leaseback Transactions	
                        43

                      
	SECTION
                        6.08.	Leverage
                        Ratio	
                        43

                      
	SECTION
                        6.09.	Consolidated
                        Coverage Ratio	
                        43

                      


              

                  

            

          

        

      

    

    ARTICLE
      VII

     

    Events
      of
      Default

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    The
      Administrative Agent

     

     

    ARTICLE
      IX

     

    Miscellaneous

    
      
         

        
          
            
              
                	
                        SECTION
                          9.01.

                      	Notices	
                        47

                      
	SECTION
                        9.02.	Waivers;
                        Amendments	
                        48

                      
	SECTION
                        9.03.	Expenses;
                        Indemnity; Damage Waiver	
                        49

                      
	SECTION
                        9.04.	Successors
                        and Assigns	
                        50

                      
	SECTION
                        9.05. 	Survival	
                        54

                      
	SECTION
                        9.06.	Counterparts;
                        Integration; Effectiveness	
                        54

                      
	SECTION
                        9.07.	Severability	
                        55

                      
	SECTION
                        9.08.	Right
                        of Setoff	
                        55

                      
	SECTION
                        9.09.	Governing
                        Law; Jurisdiction; Consent to Service of Process	
                        55

                      
	SECTION
                        9.10.	WAIVER
                        OF JURY TRIAL	
                        56

                      
	SECTION
                        9.11.	Headings	
                        56

                      
	SECTION
                        9.12.	Confidentiality	
                        56

                      
	SECTION
                        9.13.	Interest
                        Rate Limitation	
                        57

                      
	SECTION
                        9.14.	USA
                        Patriot Act	
                        58

                      


              

               

            

          

        

      

    

    SCHEDULES:

     

    
      
        
          
            
              
                	
                        Schedule
                          2.01

                      	—	
                        Commitments

                      
	Schedule
                        3.06	—	
                        Disclosed
                          Matters

                      
	
                        Schedule 3.12

                      	—	
                        
                          Subsidiaries

                        

                      
	
                        Schedule
                          3.13

                      	—	
                        
                          Insurance

                        

                      
	Schedule
                        6.01	—	
                        Existing
                          Indebtedness

                      
	Schedule
                        6.02	—	
                        Existing
                          Liens

                      
	
                        Schedule
                          6.04

                      	—	
                        
                          Existing
                            Investments

                        

                      
	Schedule
                        6.06	—	
                        Existing
                          Restrictions

                      


              

               

                                                                               

            

          

        

      

    

    EXHIBITS:

    
       

      
        
          
            
              
                
                  	
                          Exhibit
                            A

                        	—	
                          Form
                            of Assignment and Assumption

                        
	
                          Exhibit
                            B

                        	—	
                          
                            Form
                              of Guarantee Agreement

                          

                        
	
                          
                            Exhibit
                              C-1

                          

                        	—	
                          
                            
                              Form
                                of Opinion of Bingham McCutchen LLP

                            

                          

                        
	
                          Exhibit
                            C-2

                        	—	
                          
                            Form
                              of Opinion of LeClair Ryan

                          

                        


                

                 

              

            

          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    TERM
      LOAN
      CREDIT AGREEMENT dated as of December 4, 2007, among ADVANCE AUTO PARTS, INC.,
      ADVANCE STORES COMPANY, INCORPORATED, the LENDERS party hereto, and JPMORGAN
      CHASE BANK, N.A., as Administrative Agent.

     

    The
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01.  Defined
      Terms.  As used in this Agreement, the following terms have the
      meanings specified below:

     

    “ABR”,
      when used in reference to any Loan or Borrowing, refers to whether such Loan,
      or
      the Loans comprising such Borrowing, are bearing interest at a rate determined
      by reference to the Alternate Base Rate.

     

    “Adjusted
      Consolidated Net Income” means, for any period, net income or loss of
      Holdings and its Subsidiaries for such period determined on a consolidated
      basis
      in accordance with GAAP, provided that, without duplication, (a) there
      shall be excluded (i) the income of any Person in which any other Person
      (other than the Borrower or any of the Subsidiaries or any director holding
      qualifying shares in compliance with applicable law) has a joint interest,
      except such income shall be included to the extent of the amount of dividends
      or
      other distributions actually paid to the Borrower or any of the Subsidiaries
      by
      such Person during such period, (ii) the income (or loss) of any Person
      accrued prior to the date it becomes a Subsidiary or is merged into or
      consolidated with the Borrower or any of the Subsidiaries or the date that
      Person’s assets are acquired by the Borrower or any of the Subsidiaries and
      (iii) gains and losses from, or incurred in connection with, the sale,
      liquidation or other disposition of assets outside the ordinary course of
      business and (b) for purposes of calculating the Leverage Ratio, Adjusted
      Consolidated Net Income shall be determined on a pro forma basis to give effect
      to any Permitted Acquisitions and any divestitures by the Borrower or any
      Subsidiary of all or substantially all the assets of, or all the Equity
      Interests in, a Person or division or line of business of a Person occurring
      during such period as if such transactions had occurred on the first day of
      such
      period.

     

    “Adjusted
      LIBO Rate” means an interest rate per annum (rounded upwards, if necessary,
      to the next 1/16 of 1%) equal to, with respect to any Eurodollar Borrowing
      for
      any Interest Period, (i) the LIBO Rate for such Interest Period multiplied
      by
      (ii) the Statutory Reserve Rate.

     

    “Administrative
      Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative
      agent for the Lenders hereunder.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

     

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

     

    “Alternate
      Base Rate” means, for any day, a rate per annum equal to the greater of
      (a) the Prime Rate in effect on such day and (b) the Federal Funds
      Effective Rate in effect on such day plus 1⁄2 of 1%.  Any change in
      the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
      Effective Rate shall be effective from and including the effective date of
      such
      change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

     

    “Applicable
      Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan or
      with respect to commitment fees in respect of Commitments payable under
      Section 2.09(a), as the case may be, the applicable rate per annum set
      forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Commitment
      Fee Rate”, as the case may be, based upon the Ratings by S&P and Moody’s,
      respectively, applicable on such date:

     

    


    
      	
              Index
                Debt Ratings

            	
              ABR

              Spread

            	
              Eurodollar

              Spread

            	
              Commitment
                Fee Rate

            
	
              Category
                1

              Equal
                to or greater than BBB+/Baa1

            	
              0.0%

            	
              0.50%

            	
              0.125%

            
	
              Category
                2

              Equal
                to or greater than BBB/Baa2

            	
              0.0%

            	
              0.60%

            	
              0.150%

            
	
              Category
                3

              Equal
                to or greater than BBB-/Baa3

            	
              0.0%

            	
              0.75%

               

            	
              0.175%

            
	
              Category
                4

              Equal
                to or greater than BB+/Ba1

            	
              0.0%

            	
              1.00%

            	
              0.200%

            
	
              Category
                5

              Equal
                to or greater than BB/Ba2

            	
              0.25%

               

            	
              1.25%

            	
              0.250%

            
	
              Category
                6

              Lower
                than BB/Ba2

            	
              0.50%

            	
              1.50%

            	
              0.250%

            


    

    


    For
      purposes of the foregoing, (a) if either Moody’s or S&P shall not have
      in effect a Rating (other than by reason of the circumstances referred to in
      the
      last sentence of this paragraph), then such rating agency shall be deemed to
      have established a Rating in Category 6; (b) if the Ratings established or
      deemed to have been established by Moody’s and S&P for the Index Debt shall
      fall within different Categories, the Applicable Rate shall be based on the
      higher of the two Ratings unless one of the two Ratings is two or more
      Categories lower than the other, in which case the Applicable Rate shall be
      determined by reference to the Category next below that of the higher of the
      two
      Ratings; and (c) if the Ratings established or deemed to have been
      established by Moody’s and S&P shall be changed (other than as a result of a
      change in the rating system of Moody’s or S&P), such change shall be
      effective as of the date on which it is first announced by the applicable rating
      agency, irrespective of when notice of such change shall have been furnished
      by
      the Borrower to the Administrative Agent and the Lenders pursuant to Section
      5.01 or otherwise.  Each change in the Applicable Rate shall


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3

     

    apply
      during the period commencing on the effective date of such change and ending
      on
      the date immediately preceding the effective date of the next such
      change.  If the rating system of Moody’s or S&P shall change, or
      if either such rating agency shall cease to be in the business of rating
      corporate debt obligations, the Borrower and the Lenders shall negotiate in
      good
      faith to amend this definition to reflect such changed rating system or the
      unavailability of Ratings from such rating agency and, pending the effectiveness
      of any such amendment, the Applicable Rate shall be determined by reference
      to
      the Rating most recently in effect prior to such change or
      cessation.

     

    “Approved
      Fund” has the meaning assigned to such term in
      Section 9.04(b).

     

    “Arrangers”
      means J.P. Morgan Securities Inc. and Banc of America Securities LLC, each
      in
      its capacity as joint lead arranger in respect of the credit facility
      established hereunder.

     

    “Assignment
      and Assumption” means an assignment and assumption entered into by a Lender
      and an assignee (with the consent of any party whose consent is required by
      Section 9.04), and accepted by the Administrative Agent, in the form of
      Exhibit A or any other form approved by the Administrative
      Agent.

     

    “Availability
      Period” means the period from and including the Effective Date to but
      excluding the earlier of the Commitment Expiration Date and the date of
      termination of the Commitments.

     

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

     

    “Borrower”
      means Advance Stores Company, Incorporated, a Virginia corporation.

     

    “Borrowing”
      means Loans of the same Type, made, converted or continued on the same date
      and,
      in the case of Eurodollar Loans, as to which a single Interest Period is in
      effect.

     

    “Borrowing
      Request” means a request by the Borrower for a Borrowing in accordance with
      Section 2.03.

     

    “Business
      Day” means any day that is not a Saturday, Sunday or other day on which
      commercial banks in New York City are authorized or required by law to remain
      closed; provided that, when used in connection with a Eurodollar Loan,
      the term “Business Day” shall also exclude any day on which banks are not open
      for dealings in dollar deposits in the London interbank market.

     

     “Capital
      Lease Obligations” of any Person means the obligations of such Person to pay
      rent or other amounts under any lease of (or other arrangement conveying the
      right to use) real or personal property, or a combination thereof, which
      obligations are required to be classified and accounted for as capital leases
      on
      a balance sheet of such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4

     

    Person
      under GAAP, and the amount of such obligations shall be the capitalized amount
      thereof determined in accordance with GAAP.

     

     “Change
      in Control” means at any time, (a) the acquisition of ownership, directly or
      indirectly, beneficially or of record, by any Person other than Holdings of
      any
      shares of capital stock of the Borrower; (b) the acquisition of ownership,
      directly or indirectly, beneficially or of record, by any Person or group
      (within the meaning of Rule 13d-5 under the United States Securities and
      Exchange Act of 1934 in effect on the date hereof), of shares representing
      more
      than 25% of the aggregate ordinary voting power represented by the issued and
      outstanding capital stock of Holdings; or (c) occupation of a majority of the
      seats (other than vacant seats) on the board of directors of Holdings by Persons
      who were not Continuing Directors.

     

    “Change
      in Law” means (a) the adoption of any law, rule or regulation after the
      date of this Agreement, (b) any change in any law, rule or regulation or in
      the interpretation or application thereof by any Governmental Authority after
      the date of this Agreement or (c) compliance by any Lender (or, for
      purposes of Section 2.12(b), by any lending office of such Lender or by such
      Lender’s holding company, if any) with any request, guideline or directive
      (whether or not having the force of law) of any Governmental Authority made
      or
      issued after the Effective Date.

     

     “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Consolidated
      Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDAR
      for such period to (b) the sum of Consolidated Interest Expense plus
      Consolidated Rent Expense for such period.

     

    “Commitment”
      means, with respect to each Lender, the commitment, if any, of such Lender
      to
      make Loans pursuant to Section 2.01, as such commitment may be (a) reduced
      from
      time to time pursuant to Section 2.06 and (b) reduced or increased from time
      to
      time pursuant to assignments by or to such Lender pursuant to
      Section 9.04.  The initial amount of each Lender’s Commitment is
      set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to
      which such Lender shall have assumed its Commitment, as
      applicable.  The initial aggregate amount of the Commitments is
      $200,000,000.

     

    “Commitment
      Expiration Date” means the date that is six months after the Effective
      Date.

     

    “Consolidated
      EBITDA” means, for any period, Adjusted Consolidated Net Income for such
      period, plus, without duplication and to the extent deducted from revenues
      in
      determining Adjusted Consolidated Net Income, the sum of (a) consolidated
      interest expense for such period, (b) the aggregate amount of letter of
      credit fees accrued during such period, (c) the aggregate amount of income
      tax expense for such period, (d) all depreciation and amortization expense
      for such period and (e) other non-cash charges for such period (excluding
      any non-cash charges that constitute an accrual of or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5

     

    reserve
      for future cash payments), and minus, without duplication and to the extent
      added to revenues in determining Adjusted Consolidated Net Income for such
      period, all non-cash gains during such period, all as determined on a
      consolidated basis with respect to Holdings and the Subsidiaries in accordance
      with GAAP.

     

    “Consolidated
      EBITDAR” means, for any period, the sum of Consolidated EBITDA for such
      period plus Consolidated Rent Expense for such period.

     

    “Consolidated
      Interest Expense” means, for any period, the interest expense of Holdings
      and its Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP, less, to the extent included in interest expense, the
      amortization during such period of debt issuance and deferred financing costs,
      commissions and fees; provided, however, that the aggregate amount
      of such amortization that may be excluded in calculating Consolidated Interest
      Expense in respect of any financing transaction shall not exceed 3.5% of the
      aggregate amount of such financing.

     

    “Consolidated
      Rent Expense” means, for any period, the rental expense attributable to
      leases of real property that is deducted in determining Adjusted Consolidated
      Net Income for such period, determined on a consolidated basis in accordance
      with GAAP.

     

    “Continuing
      Directors” means the directors of Holdings on the Effective Date and each
      other director, if, in each case, such other director’s nomination for election
      to the board of directors of Holdings is approved by a majority of the then
      Continuing Directors.

     

    “Control”
      means the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of a Person, whether through the
      ability to exercise voting power, by contract or
      otherwise.  “Controlling” and “Controlled” have meanings
      correlative thereto.

     

     “Default”
      means any event or condition which constitutes an Event of Default or which
      upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    “Deferred
      Compensation Obligations” means a non-qualified deferred compensation plan
      that allows executives of the Borrower and the Subsidiaries to defer receipt
      of
      specified portions of base and bonus earnings each calendar
      year.  Deferrals are maintained as a liability, along with assets
      owned by the Borrower, in a trust owned by the Borrower.

     

    “Designated
      Vendor” means any vendor or supplier from which the Borrower purchases
      inventory and that has been designated by the Borrower as a participant in
      a
      Permitted Vendor Financing.

     

    “Designated
      Vendor Accounts” means (a) accounts receivable owed by the Borrower in
      respect of inventory purchased from a Designated Vendor or (b) drafts


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6

     

    issued
      by
      the Borrower as payment in full of one or more of such accounts receivable;
      provided that such accounts receivable or drafts shall constitute
      Designated Vendor Accounts only after having been sold by such Designated Vendor
      to a DVA Creditor pursuant to a Permitted Vendor Financing and only so long
      as
      owed to a DVA Creditor.

     

    “Disclosed
      Matters” means the actions, suits and proceedings and the environmental
      matters disclosed in Schedule 3.06.

     

    “DVA
      Creditor” means (a) any financial institution that has agreed to
      purchase one or more Designated Vendor Accounts from a Designated Vendor
      pursuant to a Permitted Vendor Financing and (b) any successor or assignee
      of any such financial institution that holds any Designated Vendor Accounts
      originally purchased by such financial institution, provided that such successor
      or assignee is not a Designated Vendor, a Loan Party or an Affiliate of a
      Designated Vendor or a Loan Party.

     

    “DVA
      Obligations” means the obligations of the Borrower to pay Designated Vendor
      Accounts.  For purposes of this Agreement, the amount of any DVA
      Obligation at any time shall be the entire amount payable in respect thereof
      as
      and when due.

     

    “dollars”
      or “$” refers to lawful money of the United States of
      America.

     

    “Effective
      Date” means the date on which the conditions specified in Section 4.01
      are satisfied (or waived in accordance with Section 9.02).

     

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

     

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

     

    “Equity
      Interests” means shares of capital stock, partnership interests, membership
      interests in a limited liability company, beneficial interests in a trust or
      other equity ownership interests in a Person or any warrants, options or other
      rights to acquire such interests.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7

     

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

     

    “ERISA
      Event” means (a) any “reportable event”, as defined in
      Section 4043 of ERISA or the regulations issued thereunder with respect to
      a Plan (other than an event for which the 30-day notice period is waived);
      (b) the existence with respect to any Plan of an “accumulated funding
      deficiency” (as defined in Section 412 of the Code or Section 302 of
      ERISA), whether or not waived; (c) the filing pursuant to
      Section 412(d) of the Code or Section 303(d) of ERISA of an
      application for a waiver of the minimum funding standard with respect to any
      Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of
      any liability under Title IV of ERISA with respect to the termination of
      any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
      PBGC or a plan administrator of any notice relating to an intention to terminate
      any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
      incurrence by the Borrower or any of its ERISA Affiliates of any liability
      with
      respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
      Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any
      notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
      Affiliate of any notice, concerning the imposition of Withdrawal Liability
      or a
      determination that a Multiemployer Plan is, or is expected to be, insolvent
      or
      in reorganization, within the meaning of Title IV of ERISA.

     

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

     

    “Event
      of Default” has the meaning assigned to such term in
      Article VII.

     

    “Excluded
      Margin Stock” means
      any shares of capital stock of Holdings that constitute “margin stock” within
      the meaning of Regulation U of the Board and are held as treasury stock by
      Holdings.

     

    “Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender or any
      other recipient of any payment to be made by or on account of any obligation
      of
      the Borrower hereunder, (a) income or franchise taxes imposed on (or
      measured by) its net income by the United States of America, or by the
      jurisdiction under the laws of which such recipient is organized or in which
      its
      principal office is located or, in the case of any Lender, in which its
      applicable lending office is located, (b) any branch profits taxes imposed
      by the United States of America or any similar tax imposed by any other
      jurisdiction in which the Borrower is located and (c) in the case of a
      Foreign Lender (other than an assignee pursuant to a request by the Borrower
      under Section 2.16(b)), 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 (or designates a new lending office) or is attributable to such
      Foreign Lender’s failure to comply with Section 2.14(e), except to the extent
      that such Foreign Lender (or its assignor, if any) was entitled, at the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8

     

    time
      of
      designation of a new lending office (or assignment), to receive additional
      amounts from the Borrower with respect to such withholding tax pursuant to
      Section 2.14(a).

     

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

     

    “Financial
      Officer” means the chief financial officer, vice president of finance,
      principal accounting officer, treasurer or controller of Holdings or the
      Borrower, as applicable.

     

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

     

    “Foreign
      Subsidiary” means any Subsidiary that is organized under the laws of a
      jurisdiction other than the United States of America or any State thereof or
      the
      District of Columbia.

     

    “GAAP”
      means generally accepted accounting principles in the United States of
      America.

     

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

     

    “Guarantee”
      of or by any Person (the “guarantor”) means any obligation, contingent or
      otherwise, of the guarantor guaranteeing or having the economic effect of
      guaranteeing any Indebtedness or other obligation of any other Person (the
      “primary obligor”) in any manner, whether directly or indirectly, and
      including any obligation of the guarantor, direct or indirect, (a) to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness or other obligation or to purchase (or to advance or supply funds
      for the purchase of) any security for the payment thereof, (b) to purchase
      or lease property, securities or services for the purpose of assuring the owner
      of such Indebtedness or other obligation of the payment thereof, (c) to
      maintain working capital, equity capital or any other financial statement
      condition or liquidity of the primary obligor so as to enable the primary
      obligor to pay such Indebtedness or other obligation or (d) as an account
      party in respect of any letter of credit or letter of guaranty 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9

     

    issued
      to
      support such Indebtedness or obligation; provided, that the term
“Guarantee” shall not include endorsements for collection or deposit in the
      ordinary course of business.

     

    “Guarantee
      Agreement” means the Guarantee Agreement, substantially in the form of
      Exhibit B, made by Holdings in favor of the Administrative Agent for the
      benefit of the Lenders.

     

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

     

    “Holdings”
      means Advance Auto Parts, Inc., a Delaware corporation.

     

    “Indebtedness”
      of any Person means, without duplication, (a) all obligations of such
      Person for borrowed money or with respect to deposits or advances of any kind,
      (b) all obligations of such Person evidenced by bonds, debentures, notes or
      similar instruments, (c) all obligations of such Person under conditional
      sale or other title retention agreements relating to property acquired by such
      Person, (d) all obligations of such Person in respect of the deferred
      purchase price of property or services (excluding (i) accounts payable incurred
      in the ordinary course of business that are not overdue by more than
      90 days and (ii) Deferred Compensation Obligations), (e) all
      Indebtedness of others secured by (or for which the holder of such Indebtedness
      has an existing right, contingent or otherwise, to be secured by) any Lien
      on
      property owned or acquired by such Person, whether or not the Indebtedness
      secured thereby has been assumed, (f) all Guarantees by such Person of
      Indebtedness of others, (g) all Capital Lease Obligations of such Person,
      (h) all obligations, contingent or otherwise, of such Person as an account
      party in respect of letters of credit and letters of guaranty, (i) all
      obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances and (j) all DVA Obligations.  The Indebtedness of any
      Person shall include the Indebtedness of any other entity (including any
      partnership in which such Person is a general partner) to the extent such Person
      is liable therefor as a result of such Person’s ownership interest in or other
      relationship with such entity, except to the extent the terms of such
      Indebtedness provide that such Person is not liable therefor.  The
      amount of any Indebtedness described in clause (f) above shall be limited to
      the
      maximum amount payable under the applicable Guarantee of such Person if such
      Guarantee contains limitations on the amount payable thereunder.

     

    “Indemnified
      Taxes” means Taxes other than Excluded Taxes.

     

    “Index
      Debt” means senior, unsecured, long-term indebtedness for borrowed money of
      Holdings that is not guaranteed by any other Person or subject to any other
      credit enhancement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10

     

    “Information
      Memorandum” means the Confidential Information Memorandum dated November
      2007 relating to the Borrower and the Transactions.

     

    “Interest
      Election Request” means a request by the Borrower to convert or continue a
      Borrowing in accordance with Section 2.05.

     

    “Interest
      Payment Date” means (a) with respect to any ABR Loan, the last day of
      each March, June, September and December and (b) with respect to any
      Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
      of which such Loan is a part and, in the case of a Eurodollar Borrowing with
      an
      Interest Period of more than three months’ duration, each day prior to the last
      day of such Interest Period that occurs at intervals of three months’ duration
      after the first day of such Interest Period.

     

    “Interest
      Period” means with respect to any Eurodollar Borrowing, the period
      commencing on the date of such Borrowing and ending on the numerically
      corresponding day in the calendar month that is one, two, three or
      six months (or, to the extent made available by all Lenders, nine or twelve
      months) thereafter, as the Borrower may elect; provided, that (i) if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day and
      (ii) any Interest Period that commences on the last Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the last calendar month of such Interest Period) shall end on the last
      Business Day of the last calendar month of such Interest Period.  For
      purposes hereof, the date of a Borrowing initially shall be the date on which
      such Borrowing is made and thereafter shall be the effective date of the most
      recent conversion or continuation of such Borrowing.

     

    “Lenders”
      means the Persons listed on Schedule 2.01 and any other Person that shall
      have become a party hereto pursuant to an Assignment and Assumption, other
      than
      any such Person that ceases to be a party hereto pursuant to an Assignment
      and
      Assumption.

     

    “Leverage
      Ratio” means, on any date, the ratio of (a) Total Debt as of such date
      to (b) Consolidated EBITDA for the period of four consecutive fiscal
      quarters of Holdings most recently ended as of such date (or, if such date
      is
      not the last day of a fiscal quarter, then most recently ended prior to such
      date), all determined on a consolidated basis in accordance with
      GAAP.

     

    “LIBO
      Rate” means, with respect to any Eurodollar Borrowing for any Interest
      Period, the rate appearing on Page 3750 of the Dow Jones Markets Service (or
      on
      any successor or substitute page of such Service, or any successor to or
      substitute for such Service, providing rate quotations comparable to those
      currently provided on such page of such Service, as determined by the
      Administrative Agent from time to time for purposes of providing quotations
      of
      interest rates applicable to dollar deposits in the London interbank market)
      at
      approximately 11:00 a.m., London time, two Business Days 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11

     

    prior
      to
      the commencement of such Interest Period, as the rate for dollar deposits with
      a
      maturity comparable to such Interest Period.  In the event that such
      rate is not available at such time for any reason, then the LIBO Rate with
      respect to such Eurodollar Borrowing for such Interest Period shall be the
      rate
      at which dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of the Administrative
      Agent in immediately available funds in the London interbank market at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period.

     

    “Lien”
      means, with respect to any asset, (a) any mortgage, deed of trust, lien,
      pledge, hypothecation, encumbrance, charge or security interest in, on or of
      such asset, (b) the interest of a vendor or a lessor under any conditional
      sale agreement, capital lease or title retention agreement (or any financing
      lease having substantially the same economic effect as any of the foregoing)
      relating to such asset and (c) in the case of securities, any purchase
      option, call or similar right of a third party with respect to such
      securities.

     

    “Loan
      Documents” means this Agreement, the promissory notes, if any, executed and
      delivered pursuant to Section 2.07(e), and the Guarantee Agreement.

     

    “Loan
      Parties” means Holdings and the Borrower.

     

    “Loans”
      means the loans made by the Lenders to the Borrower pursuant to  this
      Agreement.

     

    “Material
      Adverse Effect” means a material adverse effect on (a) the business,
      assets, operations, prospects or condition, financial or otherwise, of Holdings,
      the Borrower and the Subsidiaries taken as a whole, (b) the ability of any
      Loan Party to perform any of its obligations under any Loan Document or
      (c) the rights of or benefits available to the Lenders under any Loan
      Document.

     

    “Material
      Indebtedness” means Indebtedness (other than the Loans), or obligations in
      respect of one or more Swap Agreements, of any one or more of Holdings, the
      Borrower and their Subsidiaries in an aggregate principal amount exceeding
      $25,000,000.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of Holdings, the Borrower or any
      Subsidiary in respect of any Swap Agreement at any time shall be the maximum
      aggregate amount (giving effect to any netting agreements) that Holdings, the
      Borrower or such Subsidiary would be required to pay if such Swap Agreement
      were
      terminated at such time.

     

    “Maturity
      Date” means October 5, 2011.

     

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

     

    “Multiemployer
      Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
      ERISA.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12

     

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

     

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

     

    “Permitted
      Acquisition” means any acquisition by the Borrower or a Subsidiary of the
      Borrower of all or substantially all the assets of, or all the Equity Interests
      in, a Person or division, line of business or business unit of a Person if,
      immediately after giving effect thereto, (a) no Default has occurred and is
      continuing or would result therefrom, (b) all transactions related thereto
      are consummated in accordance with applicable laws, (c) all the Equity
      Interests of any Subsidiary formed for the purpose of or resulting from such
      acquisition shall be owned directly by the Borrower or a Subsidiary of the
      Borrower, (d) the Borrower and its Subsidiaries are in compliance, on a pro
      forma basis after giving effect to such acquisition, with the covenants
      contained in Sections 6.08 and 6.09 recomputed as of the last day of the
      most recently ended fiscal quarter of the Borrower for which financial
      statements are available, as if such acquisition (and any related incurrence
      or
      repayment of Indebtedness, with any new Indebtedness being deemed to be
      amortized over the applicable testing period in accordance with its terms,
      and
      assuming that any revolving loans under the Revolving Credit Agreement borrowed
      in connection with such acquisition are repaid with excess cash balances when
      available) had occurred on the first day of each relevant period for testing
      such compliance and (e) the Borrower has delivered to the Administrative
      Agent an officers’ certificate to the effect set forth in clauses (a), (b),
      (c) and (d) above, together with all relevant financial information for the
      Person or assets to be acquired.

     

    “Permitted
      Encumbrances” means:

     

    (a)
      Liens imposed by law for taxes or government assessments that are not
      yet
      due or are being contested in compliance with Section 5.04;

     

    (b)
      carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and
      other like Liens imposed by law, arising in the ordinary course of business
      and
      securing obligations that are not overdue by more than 60 days or are being
      contested in compliance with Section 5.04;

     

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

     

    (d)
      deposits (and, to the extent securing a trade contract or indemnity
      bond,
      Liens on assets to which such contract or bond relates) to secure the
      performance of bids, trade contracts, leases, statutory obligations, surety,
      indemnity and appeal bonds, performance bonds and other obligations of a like
      nature, in each case in the ordinary course of business;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13

     

    (e)
      judgment liens in respect of judgments that do not constitute an Event
      of
      Default under clause (k) of Article VII;

     

    (f)
      easements, zoning restrictions, rights-of-way and similar encumbrances
      on
      real property imposed by law or arising in the ordinary course of business
      that
      do not secure any monetary obligations and do not interfere with the ordinary
      conduct of business of Holdings or any Subsidiary;

     

    (g)
      any interest or title of a lessor under any lease that is limited to
      the
      property subject to such lease; and

     

    (h)
      unperfected Liens of any vendor on inventory sold by such vendor securing
      the unpaid purchase price of such inventory, to the extent such Liens are stated
      to be reserved in such vendor’s sale documents (and not granted by separate
      agreement of the Borrower or any Subsidiary);

     

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

     

    “Permitted
      Investments” means:

     

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

     

    (b)
      investments in commercial paper maturing within 270 days from the
      date of acquisition thereof and having, at such date of acquisition, a credit
      rating  from S&P of A1 or higher or from Moody’s of P1 or
      higher;

     

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

     

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

     

    (e)
      investments in money market or mutual funds substantially all the assets
      of which are comprised of securities of the types described in any of clauses
      (a) through (d) above; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14

     

    (f)
      corporate notes and corporate bonds or municipal securities which includes
      variable rate demand notes and auction rate municipals, assigned a credit rating
      from S&P of A2 or higher or from Moody’s of A or higher.

     

    “Permitted
      Vendor Financing” means a financing arrangement pursuant to which a
      Designated Vendor sells to a financial institution that is a DVA Creditor
      (a) accounts receivable owed to such Designated Vendor by the Borrower or
      (b) drafts issued by the Borrower to replace such accounts
      receivable.

     

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

     

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

     

    “Prime
      Rate” means the rate of interest per annum publicly announced from time to
      time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal
      office in New York City; each change in the Prime Rate shall be effective from
      and including the date such change is publicly announced as being
      effective.

     

    “Rating”
      means (a) the rating by the applicable rating agency of the Index Debt or (b)
      in
      the absence of Index Debt, the “corporate rating” or “corporate family rating”
or the equivalent applicable to Holdings by the applicable rating
      agency.

     

    “Register”
      has the meaning set forth in Section 9.04.

     

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

     

    “Required
      Lenders” means, at any time, Lenders having outstanding Loans and unused
      Commitments representing more than 50% of the sum of the total outstanding
      Loans
      and unused Commitments at such time.

     

    “Revolving
      Credit Agreement” means the Credit Agreement
      dated as of October 5, 2006 among Holdings, the Borrower, the lenders party
      thereto and JPMorgan Chase Bank, N.A., as administrative agent.

     

    “Revolving
      Effective Date” means the “Effective Date” as such term is defined in the
      Revolving Credit Agreement on the date hereof.

     

    “Sale
      and Leaseback Transaction” has the meaning assigned to such term in
      Section 6.07.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15

     

    “S&P”
      means Standard & Poor’s Ratings Group, Inc.

     

    “Statutory
      Reserve Rate” means a fraction (expressed as a decimal), the numerator of
      which is the number one and the denominator of which is the number one minus
      the
      aggregate of the maximum reserve percentages (including any marginal, special,
      emergency or supplemental reserves) expressed as a decimal established by the
      Board to which the Administrative Agent is subject for eurocurrency funding
      (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
      Board).  Such reserve percentages shall include those imposed pursuant
      to such Regulation D.  Eurodollar Loans shall be deemed to
      constitute eurocurrency funding and to be subject to such reserve requirements
      without benefit of or credit for proration, exemptions or offsets that may
      be
      available from time to time to any Lender under such Regulation D or any
      comparable regulation.  The Statutory Reserve Rate shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.

     

    “subsidiary”
      means, with respect to any Person (the “parent”) at any date, any
      corporation, limited liability company, partnership, association or other entity
      the accounts of which would be consolidated with those of the parent in the
      parent’s consolidated financial statements if such financial statements were
      prepared in accordance with GAAP as of such date, as well as any other
      corporation, limited liability company, partnership, association or other entity
      (a) of which securities or other ownership interests representing more than
      50% of the equity or more than 50% of the ordinary voting power or, in the
      case
      of a partnership, more than 50% of the general partnership interests are, as
      of
      such date, owned, controlled or held, or (b) that is, as of such date,
      otherwise Controlled, by the parent or one or more subsidiaries of the parent
      or
      by the parent and one or more subsidiaries of the parent.

     

    “Subsidiary”
      means any subsidiary of Holdings or the Borrower, as the context
      requires.

     

    “Swap
      Agreement” means any agreement with respect to any swap, forward, future or
      derivative transaction or option or similar agreement involving, or settled
      by
      reference to, one or more rates, currencies, commodities, equity or debt
      instruments or securities, or economic, financial or pricing indices or measures
      of economic, financial or pricing risk or value or any similar transaction
      or
      any combination of these transactions; provided that no phantom stock or
      similar plan providing for payments only on account of services provided by
      current or former directors, officers, employees or consultants of Holdings,
      the
      Borrower or the Subsidiaries shall be a Swap Agreement.

     

    “Syndication
      Agent” means Bank of America, N.A., in its capacity as syndication agent
      hereunder.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16

     

    “Total
      Debt” means, as of the date of determination, an amount equal to all
      Indebtedness of the Borrower and its Subsidiaries outstanding on such date,
      excluding Indebtedness described in clauses (e), (f) and (h) of the
      definition of “Indebtedness”; provided that any letters of credit and
      letters of guaranty referred to in clause (h) of the definition
“Indebtedness” shall not be excluded from Total Debt to the extent issued to
      support any other obligations constituting Indebtedness.

     

    “Transactions”
      means the execution and delivery by each Loan Party of each Loan Document to
      which it is a party, the borrowing of Loans and the use of the proceeds
      thereof.

     

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

     

    “Withdrawal
      Liability” means liability to a Multiemployer Plan as a result of a complete
      or partial withdrawal from such Multiemployer Plan, as such terms are defined
      in
      Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
      1.02.  Classification
      of Loans and Borrowings.  For purposes of this Agreement, Loans
      may be classified and referred to by Type (e.g., a “Eurodollar
      Loan”).  Borrowings also may be classified and referred to by Type
      (e.g., a “Eurodollar Borrowing”).

     

    SECTION
      1.03.  Terms
      Generally.  The definitions of terms herein shall apply equally to
      the singular and plural forms of the terms defined.  Whenever the
      context may require, any pronoun shall include the corresponding masculine,
      feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
      limitation”.  The word “will” shall be construed to have the same
      meaning and effect as the word “shall”.  Unless the context requires
      otherwise (a) any definition of or reference to any agreement, instrument
      or other document herein shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise modified (subject to any restrictions on such amendments, supplements
      or modifications set forth herein), (b) any reference herein to any Person
      shall be construed to include such Person’s successors and assigns, (c) the
      words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
      construed to refer to this Agreement in its entirety and not to any particular
      provision hereof, (d) all references herein to Articles, Sections, Exhibits
      and Schedules shall be construed to refer to Articles and Sections of, and
      Exhibits and Schedules to, this Agreement and (e) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer
      to any and all tangible and intangible assets and properties, including cash,
      securities, accounts and contract rights.

     

    SECTION
      1.04.  Accounting
      Terms; GAAP; Fiscal Month.  Except as otherwise expressly provided
      herein, all terms of an accounting or financial nature shall be construed in
      accordance with GAAP, as in effect from time to time; provided that, if
      the Borrower notifies the Administrative Agent that the Borrower requests an
      amendment 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17

     

    to
      any
      provision hereof to eliminate the effect of any change occurring after the
      date
      hereof in GAAP or in the application thereof on the operation of such provision
      (or if the Administrative Agent notifies the Borrower that the Required Lenders
      request an amendment to any provision hereof for such purpose), regardless
      of
      whether any such notice is given before or after such change in GAAP or in
      the
      application thereof, then such provision shall be interpreted on the basis
      of
      GAAP as in effect and applied immediately before such change shall have become
      effective until such notice shall have been withdrawn or such provision amended
      in accordance herewith.  Except as otherwise provided herein, all
      references to a fiscal month shall mean any period of four or five calendar
      weeks used by the Borrower for recording or reporting its interim financial
      information.

     

    ARTICLE
      II

     

    The
      Credits

     

    SECTION
      2.01.  Commitments.  Subject
      to the terms and conditions set forth herein, each Lender agrees to make Loans
      to the Borrower on the Effective Date and on not more than five other dates
      during the Availability Period in an aggregate principal amount not exceeding,
      on the date any such Loan is made, such Lender’s Commitment on such
      date.  Amounts prepaid or repaid in respect of Loans may not be
      reborrowed.

     

    SECTION
      2.02.  Loans
      and Borrowings.  (a)  Each Loan shall be made as part of
      a Borrowing consisting of Loans of the same Type made by the Lenders ratably
      in
      accordance with their respective Commitments.  The failure of any
      Lender to make any Loan required to be made by it shall not relieve any other
      Lender of its obligations hereunder; provided that the Commitments of the
      Lenders are several and no Lender shall be responsible for any other Lender’s
      failure to make Loans as required.

     

    (b)  Subject
      to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or
      Eurodollar Loans as the Borrower may request in accordance
      herewith.  Each Lender at its option may make any Eurodollar Loan by
      causing any domestic or foreign branch or Affiliate of such Lender to make
      such
      Loan; provided that any exercise of such option shall not affect the
      obligation of the Borrower to repay such Loan in accordance with the terms
      of
      this Agreement.

     

    (c)  At
      the
      commencement of each Interest Period for any Eurodollar Borrowing, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $1,000,000 and not less than $5,000,000.  At the time that each ABR
      Borrowing is made, such Borrowing shall be in an aggregate amount that is an
      integral multiple of $500,000 and not less than $5,000,000; provided that
      an ABR Borrowing may be in an aggregate amount that is equal to the entire
      unused balance of the total Commitments.  Borrowings of more than one
      Type may be outstanding at the same time; provided that there shall not
      at any time be more than a total of 10 Eurodollar Borrowings
      outstanding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    18

     

    (d)  Notwithstanding
      any other provision of this Agreement, the Borrower shall not be entitled to
      elect to convert or continue any Borrowing if the Interest Period requested
      with
      respect thereto would end after the Maturity Date.

     

    SECTION
      2.03.  Requests
      for Borrowings.   (a)  To request a Borrowing, the
      Borrower shall notify the Administrative Agent of such request by telephone
      (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
      York City time, three Business Days before the date of the proposed
      Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
      a.m., New York City time, one Business Day before the date of the proposed
      Borrowing.  Each such telephonic Borrowing Request shall be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by the Borrower.  Each such telephonic
      and written Borrowing Request shall specify the following information in
      compliance with Section 2.02:

     

    (i)  the
      aggregate amount of such Borrowing, which, together with the aggregate amount
      of
      each other Borrowing requested to be made on the date of such Borrowing, shall
      be at least equal to $25,000,000 (or, in the case of Borrowings to be made
      on
      the Effective Date, the amount specified in paragraph (b) of this Section
      2.03);

     

    (ii)  the
      date
      of such Borrowing, which shall be a Business Day;

     

    (iii)  whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (iv)  in
      the
      case of a Eurodollar Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the term
      “Interest Period”; and

     

    (v)  the
      location and number of the Borrower’s account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.04.

     

    If
      no
      election as to the Type of Borrowing is specified, then the requested Borrowing
      shall be an ABR Borrowing.  If no Interest Period is specified with
      respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
      to have selected an Interest Period of one month’s duration.  Promptly
      following receipt of a Borrowing Request in accordance with this Section, the
      Administrative Agent shall advise each Lender of the details thereof and of
      the
      amount of such Lender’s Loan to be made as part of the requested
      Borrowing.

     

    (b)  The
      Borrower shall request a Borrowing or Borrowings to be made on the Effective
      Date in an aggregate principal amount at least equal to
      $50,000,000.

     

    SECTION
      2.04.  Funding
      of Borrowings.  (a)  Each Lender shall make each Loan to
      be made by it hereunder on the proposed date thereof by wire transfer of
      immediately available funds by 12:00 noon, New York City time, to the account
      of
      the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19

     

    Administrative
      Agent most recently designated by it for such purpose by notice to the
      Lenders.  The Administrative Agent will make such Loans available to
      the Borrower by promptly crediting the amounts so received, in like funds,
      to an
      account of the Borrower designated by the Borrower in the applicable Borrowing
      Request.

     

    (b)  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon such
      assumption, make available to the Borrower a corresponding amount.  In
      such event, if a Lender has not in fact made its share of the applicable
      Borrowing available to the Administrative Agent, then the applicable Lender
      and
      the Borrower severally agree to pay to the Administrative Agent forthwith on
      demand such corresponding amount with interest thereon, for each day from and
      including the date such amount is made available to the Borrower to but
      excluding the date of payment to the Administrative Agent, at (i) in the
      case of such Lender, the greater of the Federal Funds Effective Rate and a
      rate
      determined by the Administrative Agent in accordance with banking industry
      rules
      on interbank compensation or (ii) in the case of the Borrower, the interest
      rate applicable to ABR Loans.  If such Lender pays such amount to the
      Administrative Agent, then such amount shall constitute such Lender’s Loan
      included in such Borrowing.

     

    SECTION
      2.05.  Interest
      Elections.  (a)  Each Borrowing initially shall be of
      the Type specified in the applicable Borrowing Request and, in the case of
      a
      Eurodollar Borrowing, shall have an initial Interest Period as specified in
      such
      Borrowing Request.  Thereafter, the Borrower may elect to convert such
      Borrowing to a different Type or to continue such Borrowing and, in the case
      of
      a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided
      in
      this Section.  The Borrower may elect different options with respect
      to different portions of the affected Borrowing, in which case each such portion
      shall be allocated ratably among the Lenders holding the Loans comprising such
      Borrowing, and the Loans comprising each such portion shall be considered a
      separate Borrowing.

     

    (b)  To
      make
      an election pursuant to this Section, the Borrower shall notify the
      Administrative Agent of such election by telephone by the time that a Borrowing
      Request would be required under Section 2.03 if the Borrower were requesting
      a
      Borrowing of the Type resulting from such election to be made on the effective
      date of such election.  Each such telephonic Interest Election Request
      shall be irrevocable and shall be confirmed promptly by hand delivery or
      telecopy to the Administrative Agent of a written Interest Election Request
      in a
      form approved by the Administrative Agent and signed by the
      Borrower.

     

    (c)  Each
      telephonic and written Interest Election Request shall specify the following
      information in compliance with Section 2.02:

     

    (i)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20

     

    portions
      thereof to be allocated to each resulting Borrowing (in which case the
      information to be specified pursuant to clauses (iii) and (iv) below shall
      be
      specified for each resulting Borrowing);

     

    (ii)  the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)  whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)  if
      the
      resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period”.

     

    If
      any
      such Interest Election Request requests a Eurodollar Borrowing but does not
      specify an Interest Period, then the Borrower shall be deemed to have selected
      an Interest Period of one month’s duration.

     

    (d)  Promptly
      following receipt of an Interest Election Request, the Administrative Agent
      shall advise each Lender of the details thereof and of such Lender’s portion of
      each resulting Borrowing.

     

    (e)  If
      the
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      Eurodollar Borrowing prior to the end of the Interest Period applicable thereto,
      then, unless such Borrowing is repaid as provided herein, at the end of such
      Interest Period such Borrowing shall be converted to an ABR
      Borrowing.  Notwithstanding any contrary provision hereof, if an Event
      of Default has occurred and is continuing and the Administrative Agent, at
      the
      request of the Required Lenders, so notifies the Borrower, then, so long as
      an
      Event of Default is continuing (i) no outstanding Borrowing may be
      converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
      each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end
      of
      the Interest Period applicable thereto.

     

    SECTION
      2.06.  Termination
      and Reduction of Commitments.  (a)  On the date that
      each Loan is funded, the Commitment of each Lender shall be reduced by the
      principal amount of Loans made by it.  Unless previously terminated,
      the Commitments shall terminate on the Commitment Expiration Date.

     

    (b)  The
      Borrower may at any time terminate, or from time to time reduce, the
      Commitments; provided that each reduction of the Commitments shall be in
      an amount that is an integral multiple of $1,000,000 and not less than
      $5,000,000.

     

    (c)  The
      Borrower shall notify the Administrative Agent of any election to terminate
      or
      reduce the Commitments under paragraph (b) of this Section at least three
      Business Days prior to the effective date of such termination or reduction,
      specifying such election and the effective date thereof.  Promptly
      following receipt of any notice, the Administrative Agent shall advise the
      Lenders of the contents thereof.  Each notice delivered by the
      Borrower pursuant to this Section shall be irrevocable; provided that a


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21

     

    notice
      of
      termination of the Commitments delivered by the Borrower may state that such
      notice is conditioned upon the effectiveness of other credit facilities, in
      which case such notice may be revoked by the Borrower (by notice to the
      Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied.  Any termination or reduction of the
      Commitments shall be permanent.  Each reduction of the Commitments
      under paragraph (b) of this Section shall be made ratably among the Lenders
      in
      accordance with their respective Commitments.

     

    SECTION
      2.07.  Repayment of
      Loans; Evidence of Debt.  (a)  The Borrower hereby
      unconditionally promises to pay to the Administrative Agent for the account
      of
      each Lender the then unpaid principal amount of each Loan of such Lender on
      the
      Maturity Date.

     

    (b)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from each Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time
      hereunder.

     

    (c)  The
      Administrative Agent shall maintain accounts in which it shall record
      (i) the amount of each Loan made hereunder, the Type thereof and the
      Interest Period applicable thereto, (ii) the amount of any principal or
      interest due and payable or to become due and payable from the Borrower to
      each
      Lender hereunder and (iii) the amount of any sum received by the
      Administrative Agent hereunder for the account of the Lenders and each Lender’s
      share thereof.

     

    (d)  The
      entries made in the accounts maintained pursuant to paragraph (b)
      or (c) of this Section shall be primafacie evidence of the
      existence and amounts of the obligations recorded therein; provided that
      the failure of any Lender or the Administrative Agent to maintain such accounts
      or any error therein shall not in any manner affect the obligation of the
      Borrower to repay the Loans in accordance with the terms of this
      Agreement.

     

    (e)  Any
      Lender may request that Loans made by it be evidenced by a promissory
      note.  In such event, the Borrower shall prepare, execute and deliver
      to such Lender a promissory note payable to the order of such Lender (or, if
      requested by such Lender, to such Lender and its registered assigns) and in
      a
      form approved by the Administrative Agent.  Thereafter, the Loans
      evidenced by such promissory note and interest thereon shall at all times
      (including after assignment pursuant to Section 9.04) be represented by one
      or
      more promissory notes in such form payable to the order of the payee named
      therein (or, if such promissory note is a registered note, to such payee and
      its
      registered assigns).

     

    SECTION
      2.08.  Prepayment
      of Loans.  (a)  The Borrower shall have the right at any
      time and from time to time to prepay any Borrowing in whole or in part, subject
      to the requirements of this Section.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    22

     

    (b)  The
      Borrower shall notify the Administrative Agent by telephone (confirmed by
      telecopy) of any prepayment hereunder (i) in the case of prepayment of a
      Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
      Business Days before the date of prepayment or (ii) in the case of
      prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
      one Business Day before the date of prepayment.  Each such notice
      shall be irrevocable and shall specify the prepayment date and the principal
      amount of each Borrowing or portion thereof to be prepaid; provided that
      a notice of prepayment may state that such notice is conditioned upon the
      effectiveness of other credit facilities, in which case such notice may be
      revoked by the Borrower (by notice to the Administrative Agent on or prior
      to
      the specified prepayment date) if such condition is not
      satisfied.  Promptly following receipt of any such notice, the
      Administrative Agent shall advise the Lenders of the contents
      thereof.  Each partial prepayment of any Borrowing shall be in an
      amount that would be permitted in the case of an advance of a Borrowing of
      the
      same Type as provided in Section 2.02.  Each prepayment of a Borrowing
      shall be applied ratably to the Loans included in the prepaid
      Borrowing.  Prepayments shall be accompanied by accrued interest to
      the extent required by Section 2.10.

     

    SECTION
      2.09.  Fees.  (a)  The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at the Applicable Rate on the
      average daily unused amount of the Commitment of such Lender during the period
      from and including the Effective Date to but excluding the date on which the
      Commitments terminate.  Accrued commitment fees shall be payable in
      arrears on the last day of March, June, September and December of each year
      and
      on the date on which the Commitments terminate, commencing on the first such
      date to occur after the Effective Date.  All commitment fees shall be
      computed on the basis of a year of 360 days and shall be payable for the actual
      number of days elapsed (including the first day but excluding the last
      day).

     

    (b)  All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent for distribution to the Lenders entitled
      thereto.  Fees paid shall not be refundable under any
      circumstances.

     

    SECTION
      2.10.  Interest.  (a)  The
      Loans comprising each ABR Borrowing shall bear interest at the Alternate
      Base Rate plus the Applicable Rate.

     

    (b)  The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)  Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to
      (i) in the case of overdue principal of any Loan, 2% plus the rate
      otherwise applicable to such Loan as provided in the preceding paragraphs of
      this Section or (ii) in the case of any 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    23

     

    other
      amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a)
      of
      this Section.

     

    (d)  Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan; provided that (i) interest accrued pursuant to
      paragraph (c) of this Section shall be payable on demand, (ii) in the event
      of any repayment or prepayment of any Loan, accrued interest on the principal
      amount repaid or prepaid shall be payable on the date of such repayment or
      prepayment and (iii) in the event of any conversion of any Eurodollar Loan
      prior to the end of the current Interest Period therefor, accrued interest
      on
      such Loan shall be payable on the effective date of such
      conversion.

     

    (e)  All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternate Base Rate at times when
      the
      Alternate Base Rate is based on the Prime Rate shall be computed on the basis
      of
      a year of 365 days (or 366 days in a leap year), and in each case shall be
      payable for the actual number of days elapsed (including the first day but
      excluding the last day).  The applicable Alternate Base Rate or
      Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
      determination shall be conclusive absent manifest error.

     

    SECTION
      2.11.  Alternate
      Rate of Interest.  If prior to the commencement of any Interest
      Period for a Eurodollar Borrowing:

     

    (a)  the
      Administrative Agent determines (which determination shall be conclusive absent
      manifest error) that adequate and reasonable means do not exist for ascertaining
      the Adjusted LIBO Rate for such Interest Period; or

     

    (b)  the
      Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
      Rate for such Interest Period will not adequately and fairly reflect the cost
      to
      such Lenders of making or maintaining their Loans included in such Borrowing
      for
      such Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrower and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrower and the Lenders that the
      circumstances giving rise to such notice no longer exist, (i) any Interest
      Election Request that requests the conversion of any Borrowing to, or
      continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
      and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
      Borrowing shall be made as an ABR Borrowing.

     

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

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (except any such reserve requirement reflected in the Adjusted LIBO
      Rate); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24

     

    (ii)  impose
      on
      any Lender or the London interbank market any other condition affecting this
      Agreement or Eurodollar Loans made by such Lender;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan) or to reduce the amount of any sum received or receivable
      by
      such Lender hereunder (whether of principal, interest or otherwise), then the
      Borrower will pay to such Lender such additional amount or amounts as will
      compensate such Lender for such additional costs incurred or reduction
      suffered.

     

    (b)  If
      any
      Lender determines that any Change in Law regarding capital requirements has
      or
      would have the effect of reducing the rate of return on such Lender’s capital or
      on the capital of such Lender’s holding company, if any, as a consequence of
      this Agreement or the Loans made by such Lender to a level below that which
      such
      Lender or such Lender’s holding company could have achieved but for such Change
      in Law (taking into consideration such Lender’s policies and the policies of
      such Lender’s holding company with respect to capital adequacy), then from time
      to time the Borrower will pay to such Lender such additional amount or amounts
      as will compensate such Lender or such Lender’s holding company for any such
      reduction suffered.

     

    (c)  A
      certificate of a Lender setting forth the amount or amounts necessary to
      compensate such Lender or its holding company, as the case may be, as specified
      in paragraph (a) or (b) of this Section, and, in reasonable detail, the
      basis therefor, shall be delivered to the Borrower and shall be conclusive
      absent manifest error.  The Borrower shall pay such Lender the amount
      shown as due on any such certificate within 10 days after receipt
      thereof.

     

    (d)  Failure
      or delay on the part of any Lender to demand compensation pursuant to this
      Section shall not constitute a waiver of such Lender’s right to demand such
      compensation; provided that the Borrower shall not be required to
      compensate a Lender pursuant to this Section for any increased costs or
      reductions incurred more than 270 days prior to the date that such Lender
      notifies the Borrower of the Change in Law giving rise to such increased costs
      or reductions and of such Lender’s intention to claim compensation therefor;
providedfurther that, if the Change in Law giving rise to such
      increased costs or reductions is retroactive, then the 270-day period referred
      to above shall be extended to include the period of retroactive effect
      thereof.

     

    SECTION
      2.13.  Break
      Funding Payments.  In the event of (a) the payment of any
      principal of any Eurodollar Loan other than on the last day of an Interest
      Period applicable thereto (including as a result of an Event of Default),
      (b) the conversion of any Eurodollar Loan other than on the last day of the
      Interest Period applicable thereto, (c) the failure to borrow, convert,
      continue or prepay any Loan on the date specified in any notice delivered
      pursuant hereto (regardless of whether such notice may be revoked under Section
      2.08(b) and is revoked in accordance therewith), or (d) the assignment of
      any Eurodollar Loan other than on the last day of the Interest Period applicable
      thereto as a result of a request by the Borrower pursuant to Section 2.16,
      then, in any such event, the Borrower shall compensate each Lender for the
      loss,
      cost and expense attributable to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    25

     

    such
      event.  In the case of a Eurodollar Loan, such loss, cost or expense
      to any Lender shall be deemed to include an amount determined by such Lender
      to
      be the excess, if any, of (i) the amount of interest which would have
      accrued on the principal amount of such Loan had such event not occurred, at
      the
      Adjusted LIBO Rate that would have been applicable to such Loan, for the period
      from the date of such event to the last day of the then current Interest Period
      therefor (or, in the case of a failure to borrow, convert or continue, for
      the
      period that would have been the Interest Period for such Loan), over
      (ii) the amount of interest which would accrue on such principal amount for
      such period at the interest rate which such Lender would bid were it to bid,
      at
      the commencement of such period, for dollar deposits of a comparable amount
      and
      period from other banks in the Eurodollar market.  A certificate of
      any Lender setting forth any amount or amounts that such Lender is entitled
      to
      receive pursuant to this Section, and, in reasonable detail, the basis therefor,
      shall be delivered to the Borrower and shall be conclusive absent manifest
      error.  The Borrower shall pay such Lender the amount shown as due on
      any such certificate within 10 days after receipt thereof.

     

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

     

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

     

    (c)  The
      Borrower shall indemnify the Administrative Agent and each Lender, within 10
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      or Other Taxes paid by the Administrative Agent or such Lender, as the case
      may
      be, on or with respect to any payment by or on account of any obligation of
      the
      Borrower hereunder or under any other Loan Document (including Indemnified
      Taxes
      or Other Taxes imposed or asserted on or attributable to amounts payable under
      this Section) and any penalties, interest and reasonable expenses arising
      therefrom or with respect thereto, whether or not such Indemnified Taxes or
      Other Taxes were correctly or legally imposed or asserted by the relevant
      Governmental Authority.  A certificate as to the amount of such
      payment or liability, and setting forth, in reasonable detail, the basis
      therefor, delivered to the Borrower by a Lender or by the Administrative Agent
      on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
      error.

     

    (d)  As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority, the Borrower shall deliver to


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    26

     

    the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (e)  Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the Code, the law of the jurisdiction in which the Borrower is
      located, or any treaty to which such jurisdiction is a party, with respect
      to
      payments under this Agreement shall deliver to the Borrower (with a copy to
      the
      Administrative Agent), at the time or times prescribed by applicable law, such
      properly completed and executed documentation prescribed by applicable law
      or
      reasonably requested by the Borrower as will permit such payments to be made
      without withholding or at a reduced rate.  Any Foreign Lender which is
      not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and
      intends to claim exemption from U.S. Federal withholding tax under
      Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
      interest” shall deliver to the Borrower (with a copy for the Administrative
      Agent) a Form W-8BEN, or any subsequent versions thereof or successors thereto
      (and, if such Foreign Lender delivers a Form W-8BEN, a certificate representing
      that such Foreign Lender is not a bank for purposes of Section 881(c) of the
      Code, is not a ten-percent shareholder (within the meaning of Section
      871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
      corporation related to the Borrower (within the meaning of Section 864(d)(4)
      of
      the Code)), properly completed and duly executed by such Foreign Lender claiming
      complete exemption from, or a reduced rate of, U.S. Federal withholding tax
      on
      payments of interest by the Borrower under this Agreement and the other Loan
      Documents.

     

    (f)  If
      the
      Administrative Agent or a Lender determines, in its sole discretion, that it
      has
      received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrower or with respect to which the Borrower has paid
      additional amounts pursuant to this Section 2.14, it shall pay over such
      refund to the Borrower (but only to the extent of indemnity payments made,
      or
      additional amounts paid, by the Borrower under this Section 2.14 with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent or such Lender and without
      interest (other than any interest paid by the relevant Governmental Authority
      with respect to such refund); provided that the Borrower, upon the
      request of the Administrative Agent or such Lender, agrees to repay the amount
      paid over to the Borrower (plus any penalties, interest or other charges imposed
      by the relevant Governmental Authority) to the Administrative Agent or such
      Lender in the event the Administrative Agent or such Lender is required to
      repay
      such refund to such Governmental Authority.  Nothing contained in this
      Section 2.14(f) shall require the Administrative Agent or any Lender to make
      available its tax returns (or any other information relating to its taxes which
      it deems confidential) to the Borrower or any other Person.

     

    SECTION
      2.15.  Payments
      Generally; Pro Rata Treatment; Sharing of
      Set-offs.  (a)  The Borrower shall make each payment
      required to be made by it hereunder or under any other Loan Document (whether
      of
      principal, interest, fees or of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    27

     

    amounts
      payable under Section 2.12, 2.13, 2.14, or otherwise) prior to 12:00 noon,
      New York City time, on the date when due, in immediately available funds,
      without set-off or counterclaim.  Any amounts received after such time
      on any date may, in the discretion of the Administrative Agent, be deemed to
      have been received on the next succeeding Business Day for purposes of
      calculating interest thereon.  All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York,
      except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be
      made directly to the Persons entitled thereto and payments pursuant to other
      Loan Documents shall be made to the Persons specified therein.  The
      Administrative Agent shall distribute any such payments received by it for
      the
      account of any other Person to the appropriate recipient promptly following
      receipt thereof.  If any payment under any Loan Document shall be due
      on a day that is not a Business Day, the date for payment shall be extended
      to
      the next succeeding Business Day, and, in the case of any payment accruing
      interest, interest thereon shall be payable for the period of such
      extension.  All payments under each Loan Document shall be made in
      dollars.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    28

     

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

     

    (e)  If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(b), 2.15(d) or 9.03(c), then the Administrative Agent may, in
      its
      discretion (notwithstanding any contrary provision hereof), apply any amounts
      thereafter received by the Administrative Agent for the account of such Lender
      to satisfy such Lender’s obligations under such Sections until all such
      unsatisfied obligations are fully paid.

     

    SECTION
      2.16.  Mitigation
      Obligations; Replacement of Lenders.  (a)  If any Lender
      requests compensation under Section 2.12, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.14, then such
      Lender shall use reasonable efforts to designate a different lending office
      for
      funding or booking its Loans hereunder or to assign its rights and obligations
      hereunder to another of its offices, branches or affiliates, if, such
      designation or assignment (i) would eliminate or reduce amounts payable
      pursuant to Section 2.12 or 2.14, as the case may be, in the future and
      (ii) in the reasonable judgment of such Lender, would not subject such
      Lender to any unreimbursed cost or expense and would not otherwise be
      disadvantageous to such Lender.  The Borrower hereby agrees to pay all
      reasonable costs and expenses incurred by any Lender in connection with any
      such
      designation or assignment.

     

    (b)  If
      any
      Lender requests compensation under Section 2.12, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.14, or if any
      Lender defaults in its obligation to fund Loans hereunder, then the Borrower
      may, at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
      Section 9.04), all its interests, rights and obligations under this
      Agreement to an assignee that shall assume such obligations (which assignee
      may
      be another Lender, if a Lender accepts such assignment); provided that
      (i) the Borrower shall have received the prior written consent of the
      Administrative Agent, which consent shall not unreasonably be withheld,
      (ii) such Lender shall have received payment of an amount equal to the
      outstanding principal of its Loans, accrued interest thereon, accrued fees
      and
      all other amounts payable to it hereunder, from the assignee (to the extent
      of
      such outstanding principal and accrued interest and fees) or the Borrower (in
      the case of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    29

     

    all
      other
      amounts) and (iii) in the case of any such assignment resulting from a
      claim for compensation under Section 2.12 or payments required to be made
      pursuant to Section 2.14, such assignment will result in a material
      reduction in such compensation or payments.  A Lender shall not be
      required to make any such assignment and delegation if, prior thereto, as a
      result of a waiver by such Lender or otherwise, the circumstances entitling
      the
      Borrower to require such assignment and delegation cease to apply.

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    Each
      of
      Holdings and the Borrower represents and warrants to the Lenders on the
      Effective Date and on each date thereafter as required hereunder
      that:

     

    SECTION
      3.01.  Organization;
      Powers.  Each of Holdings, the Borrower and their Subsidiaries is
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization, has all requisite power and authority to
      carry
      on its business as now conducted and, except where the failure to do so,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect, is qualified to do business in, and is in good
      standing in, every jurisdiction where such qualification is
      required.

     

    SECTION
      3.02.  Authorization;
      Enforceability.  The Transactions to be entered into by each Loan
      Party are within such Loan Party’s corporate powers and have been duly
      authorized by all necessary corporate and, if required, stockholder
      action.  This Agreement has been duly executed and delivered by each
      Loan Party and constitutes, and each other Loan Document to which either Loan
      Party is to be a party, when executed and delivered by such Loan Party, will
      constitute, a legal, valid and binding obligation of such Loan Party (as the
      case may be), enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      creditors’ rights generally and subject to general principles of equity,
      regardless of whether considered in a proceeding in equity or at
      law.

     

    SECTION
      3.03.  Governmental
      Approvals; No Conflicts.  The Transactions (a) do not require
      any consent or approval of, registration or filing with, or any other action
      by,
      any Governmental Authority, except (i) such as have been obtained or made
      and are in full force and effect or (ii) where the failure to obtain such
      consent or approval or make such registration or filing, individually or in
      the
      aggregate, would not reasonably be expected to result in a Material Adverse
      Effect, (b) will not violate any applicable law or regulation or the
      charter, by-laws or other organizational documents of Holdings, the Borrower
      or
      any of their Subsidiaries or any order of any Governmental Authority,
      (c) will not violate or result in a default under any material indenture,
      agreement or other instrument binding upon Holdings, the Borrower or any of
      their Subsidiaries or their assets, or give rise to a right thereunder to
      require any payment to be made by Holdings, the Borrower or any of their
      Subsidiaries, and (d) will not result in the creation or imposition of any
      Lien on any asset of Holdings, the Borrower or any of their
      Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    30

     

    SECTION
      3.04.  Financial
      Condition; No Material Adverse
      Change.   (a)   Holdings has heretofore
      furnished to the Lenders its consolidated balance sheet and statements of
      income, stockholders equity and cash flows (i) as of and for the fiscal
      year ended December 30, 2006, reported on by Deloitte & Touche LLP,
      independent public accountants, and (ii) as of and for the fiscal quarter
      and the portion of the fiscal year ended October 6, 2007, certified by one
      of
      its Financial Officers.  Such financial statements present fairly, in
      all material respects, the financial position and results of operations and
      cash
      flows of Holdings and its consolidated subsidiaries as of such dates and for
      such periods in accordance with GAAP, subject to customary year-end audit
      adjustments and the absence of footnotes in the case of the statements referred
      to in clause (ii) above.

     

    (b)  Except
      as
      disclosed in the financial statements referred to above or the notes thereto
      and
      except for the Disclosed Matters, after giving effect to the Transactions,
      none
      of Holdings, the Borrower or their Subsidiaries has, as of the Effective Date,
      any material contingent liabilities.

     

    (c)  Since
      December 30, 2006, there has been no material adverse change in the business,
      assets, operations, prospects or condition, financial or otherwise, of Holdings,
      the Borrower and their Subsidiaries, taken as a whole.

     

    SECTION
      3.05.  Properties.  (a)  Each
      of Holdings, the Borrower and their Subsidiaries has good title to, or valid
      leasehold interests in, all its real and personal property material to its
      business, except for minor defects in title that do not interfere with its
      ability to conduct its business as currently conducted or to utilize such
      properties for their intended purposes.

     

    (b)  Each
      of
      Holdings, the Borrower and their Subsidiaries owns, or is licensed to use,
      all
      trademarks, trade names, copyrights, patents and other intellectual property
      material to its business, and the use thereof by Holdings, the Borrower and
      their Subsidiaries does not infringe upon the rights of any other Person, except
      for any such infringements that, individually or in the aggregate, would not
      reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      3.06.  Litigation
      and Environmental Matters.  (a)  There are no actions,
      suits or proceedings by or before any arbitrator or Governmental Authority
      pending against or, to the knowledge of Holdings or the Borrower, threatened
      against or affecting Holdings, the Borrower or any of their Subsidiaries
      (i) as to which there is a reasonable possibility of an adverse
      determination and that, if adversely determined, would reasonably be expected,
      individually or in the aggregate, to result in a Material Adverse Effect (other
      than the Disclosed Matters) or (ii) that involve any of the Loan Documents
      or the Transactions.

     

    (b)  Except
      for the Disclosed Matters and except with respect to any other matters that,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect, neither Holdings, the Borrower nor any of their
      Subsidiaries (i) has failed to comply with any Environmental Law or to
      obtain, maintain or comply 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    31

     

    with
      any
      permit, license or other approval required under any Environmental Law,
      (ii) has become subject to any Environmental Liability, (iii) has
      received notice of any claim with respect to any Environmental Liability or
      (iv) knows of any basis for any Environmental Liability.

     

    (c)  Since
      December 30, 2006, there has been no change in the status of the Disclosed
      Matters that, individually or in the aggregate, has resulted in, or materially
      increased the likelihood of, a Material Adverse Effect.

     

    SECTION
      3.07.  Compliance
      with Laws and Agreements.  Each of Holdings, the Borrower and
      their Subsidiaries is in compliance with all laws, regulations and orders of
      any
      Governmental Authority applicable to it or its property and all indentures,
      agreements and other instruments binding upon it or its property, except where
      the failure to do so, individually or in the aggregate, would not reasonably
      be
      expected to result in a Material Adverse Effect.  No Default has
      occurred and is continuing.

     

    SECTION
      3.08.  Investment
      Company Status.  Neither Holdings, the Borrower nor any of their
      Subsidiaries is an “investment company” as defined in, or subject to regulation
      under, the Investment Company Act of 1940.

     

    SECTION
      3.09.  Taxes.  Each
      of Holdings, the Borrower and their Subsidiaries has timely filed or caused
      to
      be filed all Tax returns and reports required to have been filed and has paid
      or
      caused to be paid all Taxes required to have been paid by it, except
      (a) Taxes that are being contested in good faith by appropriate proceedings
      and for which Holdings, the Borrower or such Subsidiary, as applicable, has
      set
      aside on its books adequate reserves or (b) to the extent that the failure
      to do so would not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      3.10.  ERISA.  No
      ERISA Event has occurred or is reasonably expected to occur that, when taken
      together with all other such ERISA Events for which liability is reasonably
      expected to occur, could reasonably be expected to result in a Material Adverse
      Effect.  The present value of all accumulated benefit obligations
      under each Plan (based on the assumptions used for purposes of Statement of
      Financial Accounting Standards No. 87) did not, as of the date of the most
      recent financial statements reflecting such amounts, exceed by more than
      $1,000,000 the fair market value of the assets of such Plan, and the present
      value of all accumulated benefit obligations of all underfunded Plans (based
      on
      the assumptions used for purposes of Statement of Financial Accounting Standards
      No. 87) did not, as of the date of the most recent financial statements
      reflecting such amounts, exceed by more than $1,000,000 the fair market value
      of
      the assets of all such underfunded Plans.

     

    SECTION
      3.11.  Disclosure.  Holdings
      and the Borrower have disclosed to the Lenders all agreements, instruments
      and
      corporate or other restrictions to which Holdings, the Borrower or any of their
      Subsidiaries is subject, and all other matters known to any of them, that,
      individually or in the aggregate, would reasonably be expected to result in
      a
      Material Adverse Effect.  Neither the Information Memorandum


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    32

     

    nor
      any
      of the other reports, financial statements, certificates or other information
      furnished by or on behalf of either Loan Party to the Administrative Agent
      or
      any Lender in connection with the negotiation of this Agreement or any other
      Loan Document or delivered hereunder or thereunder (as modified or supplemented
      by other information so furnished) contains any material misstatement of fact
      or
      omits to state any material fact necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading;
      provided that, with respect to projected financial information, Holdings
      and the Borrower represent only that such information was prepared in good
      faith
      based upon assumptions believed to be reasonable at the time.

     

    SECTION
      3.12.  Subsidiaries.  Holdings
      does not have any Subsidiaries other than the Borrower and the Borrower’s
      Subsidiaries.  Schedule 3.12 sets forth the name of, and the
      ownership interest of the Borrower in, each Subsidiary of the Borrower as of
      the
      Effective Date.

     

    SECTION
      3.13.  Insurance.  Schedule
      3.13 sets forth a description of all insurance maintained by or on behalf of
      Holdings, the Borrower and their Subsidiaries as of the Effective
      Date.  As of the Effective Date, all premiums in respect of such
      insurance have been paid.

     

    SECTION
      3.14.  Solvency.  Immediately
      after the consummation of the Transactions to occur on the Effective Date and
      immediately following the making of each Loan made on the Effective Date,
      (a) the fair value of the assets of each Loan Party, at a fair valuation,
      will exceed its debts and liabilities, subordinated, contingent or otherwise;
      (b) the present fair saleable value of the property of each Loan Party will
      be greater than the amount that will be required to pay the probable liability
      of its debts and other liabilities, subordinated, contingent or otherwise,
      as
      such debts and other liabilities become absolute and matured; (c) each Loan
      Party will be able to pay its debts and liabilities, subordinated, contingent
      or
      otherwise, as such debts and liabilities become absolute and matured; and
      (d) each Loan Party will not have unreasonably small capital with which to
      conduct the business in which it is engaged as such business is now conducted
      and is proposed to be conducted following the Effective Date.

     

    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01.  Effective
      Date.  The obligations of the Lenders to make Loans hereunder
      shall not become effective until the date on which each of the following
      conditions is satisfied (or waived in accordance with Section
      9.02):

     

    (a)  The
      Administrative Agent (or its counsel) shall have received (i) from each party
      hereto either a counterpart of this Agreement signed on behalf of such party
      or
      written evidence satisfactory to the Administrative Agent (which may include
      electronic transmission of a signed signature page of this Agreement) that
      such
      party has signed a counterpart of this Agreement and (ii) from Holdings a
      counterpart of the Guarantee Agreement signed on behalf of Holdings or written
      evidence satisfactory to the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    33

     

    Administrative
      Agent (which may include electronic transmission of a signed signature page
      of
      the Guarantee Agreement) that Holdings has signed a counterpart of the Guarantee
      Agreement.

     

    (b)  The
      Administrative Agent shall have received favorable written opinions (addressed
      to the Administrative Agent and the Lenders and dated the Effective Date) of
      Bingham McCutchen LLP and LeClair Ryan, counsel for the Loan Parties,
      substantially in the form of Exhibits C-1 and C-2, respectively, and covering
      such other matters relating to the Loan Parties, the Loan Documents or the
      Transactions as the Required Lenders shall reasonably
      request.  Holdings and the Borrower hereby request such counsel to
      deliver such opinions.

     

    (c)  The
      Administrative Agent shall have received evidence reasonably satisfactory to
      it
      of the effectiveness of an amendment to the Revolving Credit Agreement the
      result of which is that no provision of the Revolving Credit Agreement, as
      so
      amended, shall be violated by, and no default thereunder shall result from,
      the
      execution, delivery or performance of this Agreement.

     

    (d)  The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of the Loan Parties, the authorization
      of the Transactions and any other legal matters relating to the Loan Parties,
      the Loan Documents or the Transactions, all in form and substance reasonably
      satisfactory to the Administrative Agent and its counsel.

     

    (e)  The
      Administrative Agent shall have received such documents and other information
      as
      the Administrative Agent and the Lenders may reasonably request to satisfy
      the
      requirements of bank regulatory authorities under applicable “know your
      customer” and anti-money laundering rules and regulations, including the USA
      Patriot Act.

     

    (f)  The
      conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be
      satisfied and the Administrative Agent shall have received a certificate to
      such
      effect, dated the Effective Date and signed by the President, a Vice President
      or a Financial Officer of the Borrower.

     

    (g)  The
      Administrative Agent shall have received all fees and other amounts due and
      payable by the Borrower on or prior to the Effective Date, including, to the
      extent invoiced, reimbursement or payment of all out-of-pocket expenses required
      to be reimbursed or paid by the Borrower hereunder.

     

    (h)  The
      Administrative Agent shall have received evidence reasonably satisfactory to
      it
      that the insurance required by Section 5.06 is in effect.

     

    The
      Administrative Agent shall notify the Borrower and the Lenders of the Effective
      Date, and such notice shall be conclusive and
      binding.  Notwithstanding the foregoing, the obligations of the
      Lenders to make Loans hereunder shall not become effective unless each of the
      foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    34

     

    prior
      to
      3:00 p.m., New York City time, on December 30, 2007 (and, in the event such
      conditions are not so satisfied or waived, the Commitments shall terminate
      at
      such time).

     

    SECTION
      4.02.  Each
      Credit Event.  The obligation of each Lender to make a Loan on the
      occasion of any Borrowing is subject to the satisfaction of the following
      conditions:

     

    (a)  The
      representations and warranties of each Loan Party set forth in the Loan
      Documents shall be true and correct on and as of the date of such Borrowing,
      except for representations and warranties expressly made as of an earlier date,
      which shall be true and correct as of such earlier date.

     

    (b)  At
      the
      time of and immediately after giving effect to such Borrowing, no Default shall
      have occurred and be continuing.

     

    Each
      Borrowing shall be deemed to constitute a representation and warranty by
      Holdings and the Borrower on the date thereof as to the matters specified in
      paragraphs (a) and (b) of this Section.

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all fees payable hereunder shall have been paid in full, each of
      Holdings and the Borrower covenants and agrees with the Lenders
      that:

     

    SECTION
      5.01.  Financial
      Statements and Other Information. Holdings and the Borrower will
      furnish to the Administrative Agent and each Lender:

     

    (a)  within
      90 days after the end of each fiscal year of Holdings, Holdings’ audited
      consolidated balance sheets and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in
      each
      case in comparative form the figures for the previous fiscal year, all reported
      on by Deloitte & Touche LLP or other independent public accountants of
      recognized national standing (without a “going concern” or like qualification or
      exception and without any qualification or exception as to the scope of such
      audit or other material qualification or exception) to the effect that such
      consolidated financial statements present fairly in all material respects the
      financial condition and results of operations of Holdings and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied;

     

    (b)  within
      45 days after the end of each of the first three fiscal quarters of each
      fiscal year of Holdings, Holdings’ consolidated balance sheets and related
      statements of operations, stockholders’ equity and cash flows as of the end of
      and for such fiscal quarter and the then elapsed portion of the fiscal year,
      setting forth in each case in comparative form the figures for the corresponding
      period or periods of (or, in the case of the balance sheet, as of the end of)
      the previous fiscal year, all certified by one of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    35

     

    its
      Financial Officers as presenting fairly in all material respects the financial
      condition and results of operations of Holdings and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied, subject to normal year-end audit adjustments and the absence of
      footnotes;

     

    (c)  concurrently
      with any delivery of financial statements (or within three Business Days after
      any deemed delivery) under clause (a) or (b) above, a certificate of a
      Financial Officer of the Borrower (i) certifying as to whether a Default
      has occurred and, if a Default has occurred, specifying the details thereof
      and
      any action taken or proposed to be taken with respect thereto, (ii) setting
      forth reasonably detailed calculations demonstrating compliance with
      Sections 6.08 and 6.09 as of the end of the period covered by such
      financial statements and (iii) stating whether any change in GAAP or in the
      application thereof has occurred since the date of Holdings’ audited financial
      statements referred to in Section 3.04 and, if any such change has
      occurred, specifying the effect of such change on the financial statements
      accompanying such certificate;

     

    (d)  concurrently
      with any delivery of financial statements (or within three Business Days after
      any deemed delivery) under clause (a) above, a certificate of the
      accounting firm that reported on such financial statements stating whether
      they
      obtained knowledge during the course of their examination of such financial
      statements of any Default (which certificate may be limited to the extent
      required by accounting rules or guidelines);

     

    (e)  as
      soon
      as the same are complete, but in no event more than 60 days after the
      commencement of each fiscal year of Holdings, a detailed consolidated budget
      presented on a quarterly basis for such fiscal year (including a projected
      consolidated balance sheet and related statements of projected operations and
      cash flow as of the end of and for such fiscal year) and, promptly when
      available, any significant revisions of such budget;

     

    (f)  promptly
      after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by Holdings, the Borrower
      or
      any Subsidiary with the Securities and Exchange Commission, or any Governmental
      Authority succeeding to any or all of the functions of said Commission, or
      with
      any national securities exchange, or distributed by Holdings to its shareholders
      generally, as the case may be;

     

    (g)  promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of Holdings, the Borrower or any
      Subsidiary, or compliance with the terms of any Loan Document, as the
      Administrative Agent or any Lender may reasonably request;

     

    (h)  promptly
      upon the occurrence of any change of Rating by Moody’s or S&P, a certificate
      of a Financial Officer setting forth the new Rating, the effective date thereof
      and, if applicable, notice of any change in the Applicable Rate as a result
      thereof; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    36

     

    (i)  promptly
      after the same are furnished to the Borrower, copies of any “Management Letter”
delivered to Holdings and the Borrower by their independent certified public
      accountants in connection with the delivery of financial statements contemplated
      by Section 5.01(a) if such Letter discloses any material weaknesses in internal
      financial controls or other material concerns relating to the financial
      statements identified by such accountants.

     

    Notwithstanding
      the foregoing, any
      financial statements or other reports or filings required to be furnished by
      Holdings and the Borrower pursuant to clause (a), (b) or (f) of this Section
      5.01 shall be deemed to have been furnished if Holdings or the Borrower has
      (i)
      filed the same with the Securities and Exchange Commission via the EDGAR filing
      system and the same are publicly available and (ii) delivered notice thereof
      to
      the Administrative Agent.

     

    SECTION
      5.02.  Notices
      of Material Events.  Upon Holdings or the Borrower obtaining
      knowledge thereof, Holdings and the Borrower will furnish to the Administrative
      Agent and each Lender prompt written notice of the following:

     

    (a)  the
      occurrence of any Default;

     

    (b)  the
      filing or commencement of any action, suit or proceeding by or before any
      arbitrator or Governmental Authority against or affecting Holdings, the Borrower
      or any Affiliate thereof that, if adversely determined, could reasonably be
      expected to result in a Material Adverse Effect;

     

    (c)  the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of Holdings, the Borrower and their Subsidiaries in an aggregate amount
      exceeding $1,000,000; and

     

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

     

    Each
      notice delivered under this Section shall be accompanied by a statement of
      a
      Financial Officer or other executive officer of Holdings or the Borrower setting
      forth the details of the event or development requiring such notice and any
      action taken or proposed to be taken with respect thereto.

     

    SECTION
      5.03.  Existence;
      Conduct of Business.  Each of Holdings and the Borrower will, and
      will cause each of its Subsidiaries to, do or cause to be done all things
      necessary to preserve, renew and keep in full force and effect its legal
      existence and the rights, licenses, permits, privileges, franchises, patents,
      copyrights, trademarks and trade names material to the conduct of its business;
      provided that the foregoing shall not prohibit any merger, consolidation,
      liquidation or dissolution permitted under Section 6.03.

     

    SECTION
      5.04.  Payment
      of Obligations.  Each of Holdings and the Borrower will, and will
      cause each of its Subsidiaries to, pay its Indebtedness and other 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    37

     

    obligations,
      including Tax liabilities, that, if not paid, would reasonably be expected
      to
      result in a Material Adverse Effect before the same shall become delinquent
      or
      in default, except where (a) the validity or amount thereof is being
      contested in good faith (in the case of Tax liabilities or obligations to
      Government Authorities by appropriate proceedings), (b) Holdings, the
      Borrower or such Subsidiary has set aside on its books adequate reserves with
      respect thereto in accordance with GAAP, (c) such contest effectively
      suspends collection of the contested obligation and the enforcement of any
      Lien
      securing such obligation and (d) the failure to make payment pending such
      contest would not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      5.05.  Maintenance
      of Properties.  Each of Holdings and the Borrower will, and will
      cause each of its Subsidiaries to, keep and maintain all property material
      to
      the conduct of its business in good working order and condition, ordinary wear
      and tear excepted.

     

    SECTION
      5.06.  Insurance.  Each
      of Holdings and the Borrower will, and will cause each of its Subsidiaries
      to,
      maintain with financially sound and reputable insurance companies adequate
      insurance for its insurable properties, all to such extent and against such
      risks, including fire, casualty and other risks insured against by extended
      coverage, as is customary with companies in the same or similar businesses
      operating in the same or similar locations.

     

    SECTION
      5.07.  Books
      and Records; Inspection and Audit Rights.  Each of Holdings and
      the Borrower will, and will cause each of its Subsidiaries to, keep proper
      books
      of record and account in which full, true and correct entries are made of all
      dealings and transactions in relation to its business and
      activities.  Each of Holdings and the Borrower will, and will cause
      each of its Subsidiaries to, permit any representatives designated by the
      Administrative Agent or any Lender, upon reasonable prior notice, to visit
      and
      inspect its properties, to examine and make extracts from its books and records,
      and to discuss its affairs, finances and condition with its officers and
      independent accountants, all at such reasonable times and as often as reasonably
      requested; provided that the Borrower shall be given the opportunity to
      be present at any discussion with its independent accountants.

     

    SECTION
      5.08.  Compliance
      with Laws.  Each of Holdings and the Borrower will, and will cause
      each of its Subsidiaries to, comply with all laws, rules, regulations and orders
      of any Governmental Authority applicable to it or its property, except where
      the
      failure to do so, individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect.

     

    SECTION
      5.09.  Use
      of
      Proceeds.  The proceeds of the Loans will be used for general
      corporate purposes, including to finance a portion of Holdings’s share
      repurchase program.  No part of the proceeds of any Loan will be used,
      whether directly or indirectly, for any purpose that entails a violation of
      any
      of the Regulations of the Board, including Regulations U and
      X.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    38

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all fees payable hereunder have been paid in full, each of Holdings
      and
      the Borrower covenants and agrees with the Lenders that:

     

    SECTION
      6.01.  Subsidiary
      Indebtedness.  The Borrower will not permit any Subsidiary of the
      Borrower to create, incur, assume or permit to exist any Indebtedness (including
      pursuant to any Guarantee of Indebtedness of Holdings, the Borrower or any
      other
      Subsidiary), except:

     

    (a)  Indebtedness
      existing on the Revolving Effective Date and set forth in Schedule 6.01,
      but not any extensions, renewals or replacements of any such
      Indebtedness;

     

    (b)  Indebtedness
      of any Subsidiary of the Borrower owing to the Borrower or any other Subsidiary
      of the Borrower;

     

    (c)  Guarantees
      by any Subsidiary of the Borrower of Indebtedness of any other Subsidiary of
      the
      Borrower; provided that the Indebtedness so Guaranteed is permitted by
      this Section;

     

    (d)  Indebtedness
      of any Subsidiary of the Borrower incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets after the Revolving
      Effective Date, including Capital Lease Obligations and any Indebtedness assumed
      in connection with the acquisition of any such assets or secured by a Lien
      on
      any such assets prior to the acquisition thereof, and extensions, renewals
      and
      replacements of any such Indebtedness that do not increase the outstanding
      principal amount thereof or result in an earlier maturity date or decreased
      weighted average life thereof; provided that (i) such Indebtedness
      is incurred prior to or within 270 days after such acquisition or the
      completion of such construction or improvement and (ii) the aggregate
      principal amount of Indebtedness permitted by this clause (d) (and that is
      not listed in Schedule 6.01) and clause (e) below shall not exceed $100,000,000
      at any time outstanding;

     

    (e)  Indebtedness
      of (i) any Person that becomes a Subsidiary after the Revolving Effective
      Date pursuant to a Permitted Acquisition to the extent that such Indebtedness
      exists at the time such Person becomes a Subsidiary and is not created in
      contemplation of or in connection with such Person becoming a Subsidiary and
      (ii) a Subsidiary to the extent that such Indebtedness is assumed in
      connection with a Permitted Acquisition made by such Subsidiary and is not
      created in contemplation of such Permitted Acquisition; provided that the
      aggregate principal amount of Indebtedness permitted by this clause (e) and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    39

     

    clause
      (d) above shall be subject to the limitations set forth in clause (ii) of the
      proviso at the end of clause (d) above;
      and

     

    (f)  other
      Indebtedness of Subsidiaries of the Borrower in an aggregate principal amount
      at
      any time outstanding not exceeding $75,000,000.

     

    SECTION
      6.02.  Liens.  (a)  The
      Borrower will not, and will not permit any Subsidiary to, create, incur, assume
      or permit to exist any Lien on any property or asset now owned or hereafter
      acquired by it, or assign or sell any income or revenues (including accounts
      receivable) or rights in respect of any thereof, except:

     

    (i)  Liens
      created under the Loan Documents;

     

    (ii)  Permitted
      Encumbrances;

     

    (iii)  any
      Lien
      on any property or asset of the Borrower or any Subsidiary existing on the
      Revolving Effective Date and set forth in Schedule 6.02; provided
      that (i) such Lien shall not apply to any other property or asset of the
      Borrower or any Subsidiary and (ii) such Lien shall secure only those
      obligations which it secures on the date hereof and extensions, renewals and
      replacements thereof that do not increase the outstanding principal amount
      thereof;

     

    (iv)  any
      Lien
      existing on any property or asset prior to the acquisition thereof by the
      Borrower or any Subsidiary after the Revolving Effective Date or existing on
      any
      property or asset of any Person that becomes a Subsidiary after the Revolving
      Effective Date prior to the time such Person becomes a Subsidiary;
provided that (A) such Lien is not created in contemplation of or in
      connection with such acquisition or such Person becoming a Subsidiary, as the
      case may be, (B) such Lien shall not apply to any other property or assets
      of the Borrower or any Subsidiary and (C) such Lien shall secure only those
      obligations which it secures on the date of such acquisition or the date such
      Person becomes a Subsidiary, as the case may be, and extensions, renewals and
      replacements thereof that do not increase the outstanding principal amount
      thereof; and

     

    (v)  Liens
      on
      fixed or capital assets acquired, constructed or improved by the Borrower or
      any
      Subsidiary after the Revolving Effective Date; provided that
      (A) such security interests secure Indebtedness incurred to finance the
      acquisition, construction or improvement of such fixed or capital assets,
      including Capital Lease Obligations and any Indebtedness assumed in connection
      with the acquisition of any such assets or secured by a Lien on any such assets
      prior to the acquisition thereof, and extensions, renewals and replacements
      of
      any such Indebtedness that do not increase the outstanding principal amount
      thereof or result in an earlier maturity date or decreased weighted average
      life
      thereto (and, in the case of any such Indebtedness of a Subsidiary of the
      Borrower, is Indebtedness permitted by Section 6.01), (B) such security
      interests and the Indebtedness secured thereby are incurred prior to or within
      270 days after such acquisition or the completion of such construction or
      improvement, (C) the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    40

     

    Indebtedness
      secured thereby does not exceed the cost (including design, engineering, sales
      taxes, delivery, installation and other similar costs) of acquiring,
      constructing or improving such fixed or capital assets and (D) such
      security interests shall not apply to any other property or assets (other than
      proceeds of the property and assets originally encumbered by such security
      interests) of the Borrower or any Subsidiary; and

     

    (vi)  other
      Liens securing Indebtedness or other monetary obligations of the Borrower or
      any
      Subsidiary (other than Liens on inventory); provided that the sum of all
      Indebtedness and other monetary obligations at any time outstanding secured
      by
      Liens permitted by this clause (vi), plus the fair market value of all assets
      sold after the Revolving Effective Date pursuant to Sale and Leaseback
      Transactions in reliance on clause (b) of Section 6.07, shall not at any time
      exceed $125,000,000.

     

    (b)  Holdings
      will not create, incur, assume or permit to exist any Lien on any property
      or
      asset now owned or hereafter acquired by it (other than Excluded Margin Stock),
      or assign or sell any income or revenues (including accounts receivable) or
      rights in respect thereof, except Permitted Encumbrances.

     

    SECTION
      6.03.  Fundamental
      Changes.  (a)  Neither Holdings nor the Borrower will,
      nor will they permit any Subsidiary to, merge into or consolidate with any
      other
      Person, or permit any other Person to merge into or consolidate with it, or
      liquidate or dissolve, except that, if at the time thereof and immediately
      after
      giving effect thereto no Default shall have occurred and be continuing
      (i) any Subsidiary may merge into the Borrower in a transaction in which
      the Borrower is the surviving corporation, (ii) any Subsidiary (other than
      the Borrower) may merge into any other Subsidiary (other than the Borrower)
      in a
      transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary
      (other than the Borrower ) may liquidate or dissolve if the Borrower determines
      in good faith that such liquidation or dissolution is in the best interests
      of
      the Borrower and is not materially disadvantageous to the Lenders, (vi) any
      Subsidiary may merge with another entity to implement a Permitted Acquisition
      and (v) any Subsidiary of the Borrower may merge with another entity to
      implement a sale or other disposition of such Subsidiary otherwise permitted
      by
      this Agreement, provided that, after giving effect thereto, such Subsidiary
      shall no longer be a Subsidiary; provided that any such merger involving
      a Person that is not a wholly owned Subsidiary immediately prior to such merger
      shall not be permitted unless also permitted by Section 6.04.

     

    (b)  The
      Borrower will not, and will not permit any of its Subsidiaries to, engage to
      any
      material extent in any business other than businesses of the type conducted
      by
      the Borrower and its Subsidiaries on the Revolving Effective Date and businesses
      reasonably related thereto.

     

    (c)  Holdings
      will not engage in any business or activity other than the ownership of all
      the
      outstanding shares of capital stock of the Borrower and activities incidental
      thereto, including the conduct of stock repurchase programs, administering
      payrolls for executive officers and other activities incidental to its existence
      as a publicly-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    41

     

    owned
      holding company.  Holdings will not own or acquire any assets (other
      than shares of capital stock of the Borrower, cash, promissory notes held
      pursuant to clause (g) of Section 6.04 and Permitted Investments) or
      incur any liabilities (other than liabilities under the Loan Documents,
      liabilities under the “Loan Documents” as such term is defined in the Revolving
      Credit Agreement, liabilities imposed by law, including tax liabilities, and
      other liabilities incidental to its existence and permitted business and
      activities).  Holdings will not have any Subsidiaries, other than the
      Borrower and its Subsidiaries.

     

    SECTION
      6.04.  Investments,
      Loans, Advances, Guarantees and Acquisitions.  The Borrower will
      not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
      (including pursuant to any merger with any Person that was not a wholly owned
      Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness
      or other securities (including any option, warrant or other right to acquire
      any
      of the foregoing) of, make or permit to exist any loans or advances to,
      Guarantee any obligations of, or make or permit to exist any investment or
      any
      other interest in, any other Person, or purchase or otherwise acquire (in one
      transaction or a series of transactions) any assets of any other Person
      constituting a business unit, except:

     

    (a)  Permitted
      Investments;

     

    (b)  investments
      existing on the Revolving Effective Date and set forth on Schedule 6.04, to
      the extent such investments would not be permitted under any other clause of
      this Section;

     

    (c)  investments
      in the Equity Interests of their respective Subsidiaries;

     

    (d)  loans
      or
      advances made by the Borrower to any Subsidiary of the Borrower (or to Holdings)
      and made by any Subsidiary of the Borrower to the Borrower or any other
      Subsidiary of the Borrower;

     

    (e)  Guarantees
      by the Borrower and its Subsidiaries of obligations of the Borrower or any
      of
      its Subsidiaries; provided that any such Guarantees by Subsidiaries of
      the Borrower of obligations of the Borrower shall be limited to Guarantees
      of
      Indebtedness that are permitted by Section 6.01;

     

    (f)  investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with, customers and suppliers, in each
      case
      in the ordinary course of business;

     

    (g)  promissory
      notes received from employees of Holdings and its Subsidiaries evidencing loans
      made for the purpose of permitting such employees to purchase capital stock
      of
      Holdings in an aggregate principal amount not exceeding $5,000,000 at any time
      outstanding;

     

    (h)  Permitted
      Acquisitions;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    42

     

    (i)  loans
      or
      advances to employees in the ordinary course of business; provided that
      the aggregate amount of all loans and advances permitted by this clause (i)
      shall not exceed $750,000 at any time outstanding;

     

    (j)  obligations
      of management to the Borrower in connection with split dollar life insurance
      policies; provided that the aggregate amount of all obligations permitted
      by this clause (j) shall not exceed $2,000,000 at any time
      outstanding;

     

    (k)  investments
      incurred in connection with Deferred Compensation Obligations; and

     

    (l)  other
      investments in an aggregate amount not exceeding $50,000,000 at any time
      outstanding.

     

    SECTION
      6.05.  Swap
      Agreements.  Neither Holdings nor the Borrower will, nor will they
      permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap
      Agreements entered into to hedge or mitigate risks to which Holdings, the
      Borrower or any Subsidiary has actual exposure (other than those in respect
      of
      Equity Interests of Holdings, the Borrower or any of its Subsidiaries), and
      (b) Swap Agreements entered into in order to effectively cap, collar or
      exchange interest rates (from fixed to floating rates, from one floating rate
      to
      another floating rate or otherwise) with respect to any interest-bearing
      liability or investment of Holdings, the Borrower or any
      Subsidiary.

     

    SECTION
      6.06.  Restrictive
      Agreements.  Neither Holdings nor the Borrower will, nor will they
      permit any  Subsidiary to, directly or indirectly, enter into, incur
      or permit to exist any agreement or other arrangement that prohibits, restricts
      or imposes any condition upon (a) the ability of Holdings, the Borrower or
      any Subsidiary to create, incur or permit to exist any Lien upon any of its
      property or assets, or (b) the ability of any Subsidiary to pay dividends
      or other distributions with respect to any of its Equity Interests or to make
      or
      repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
      Indebtedness of the Borrower or any other Subsidiary; provided that
      (i) the foregoing shall not apply to restrictions and conditions imposed by
      law or by any Loan Document, (ii) the foregoing shall not apply to
      restrictions and conditions existing on the Revolving Effective Date identified
      on Schedule 6.06 (but shall apply to any extension or renewal of, or any
      amendment or modification expanding the scope of, any such restriction or
      condition), (iii) the foregoing shall not apply to customary restrictions
      and conditions contained in agreements relating to the sale of a Subsidiary
      or
      any asset or property pending such sale, provided such restrictions and
      conditions apply only to the Subsidiary, asset or property that is to be sold
      and such sale is permitted hereunder, (iv) clause (a) of the foregoing
      shall not apply to restrictions or conditions imposed by any agreement relating
      to secured Indebtedness permitted by this Agreement if such restrictions or
      conditions apply only to the property or assets securing such Indebtedness,
      (v) clause (a) of the foregoing shall not apply to customary provisions in
      leases, licenses, or other contracts restricting the assignment thereof and
      (vi)
      the foregoing shall not apply to restrictions and conditions imposed by the
      Revolving Credit Agreement (as amended or extended from time to time),
provided that such restrictions 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    43

     

    and
      conditions are not more restrictive in any material respect than those set
      forth
      in this Agreement.

     

    SECTION
      6.07.  Sale
      and Leaseback Transactions.  Neither Holdings nor the Borrower
      will, nor will they permit any Subsidiary to, enter into any arrangement,
      directly or indirectly, with any Person whereby it shall sell or transfer any
      property, real or personal, used or useful in its business, whether now owned
      or
      hereafter acquired, and thereafter rent or lease such property or other property
      which it intends to use for substantially the same purpose or purposes as the
      property being sold or transferred (a “Sale and Leaseback Transaction”),
      except for (a) any such Sale and Leaseback Transaction involving the sale
      of fixed or capital assets (other than those acquired pursuant to a Permitted
      Acquisition), at a price not less than the cost thereof, that is consummated
      within 360 days after the date that such assets are acquired and
      (b) other Sale and Leaseback Transactions consummated after the Revolving
      Effective Date, subject to the limitations set forth in clause (vi) of Section
      6.02(a).

     

    SECTION
      6.08.  Leverage
      Ratio.  The Borrower will not permit the Leverage Ratio as of any
      date to be in excess of 2.50 to 1.00.

     

    SECTION
      6.09.  Consolidated
      Coverage Ratio.  The Borrower will not permit the Consolidated
      Coverage Ratio for any period of four consecutive fiscal quarters (commencing
      with the period ending on the last day of the first fiscal quarter ended after
      the Effective Date) to be less than 2.25 to 1.00.

     

    ARTICLE
      VII

     

    Events
      of Default

     

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

     

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

     

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

     

    (c)  any
      representation or warranty made or deemed made by or on behalf of Holdings,
      the
      Borrower or any Subsidiary in or in connection with any Loan Document or any
      amendment or modification thereof or waiver thereunder, or in any report,
      certificate, financial statement or other document furnished pursuant to or
      in
      connection with any Loan Document or any amendment or modification thereof
      or
      waiver thereunder, shall prove to have been incorrect in any material respect
      when made or deemed made;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    44

     

    (d)  Holdings
      or the Borrower shall fail to observe or perform any covenant, condition or
      agreement contained in Section 5.02, 5.03 (with respect to the existence of
      Holdings or the Borrower) or 5.09 or in Article VI;

     

    (e)  either
      Loan Party shall fail to observe or perform any covenant, condition or agreement
      contained in any Loan Document (other than those specified in clause (a), (b)
      or
      (d) of this Article), and such failure shall continue unremedied for a period
      of
      30 days after notice thereof from the Administrative Agent to the Borrower
      (which notice will be given at the request of any Lender);

     

    (f)  Holdings,
      the Borrower or any Subsidiary shall fail to make any payment (whether of
      principal or interest and regardless of amount) in respect of any Material
      Indebtedness, when and as the same shall become due and payable;

     

    (g)  any
      event
      or condition occurs that results in any Material Indebtedness becoming due
      prior
      to its scheduled maturity or that enables or permits (with or without the giving
      of notice, the lapse of time or both) the holder or holders of any Material
      Indebtedness or any trustee or agent on its or their behalf to cause any
      Material Indebtedness to become due, or to require the prepayment, repurchase,
      redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured
      Indebtedness that becomes due as a result of the voluntary sale or transfer
      of
      the property or assets securing such Indebtedness;

     

    (h)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      Holdings, the Borrower or any Subsidiary or its debts, or of a substantial
      part
      of its assets, under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect or (ii) the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for Holdings, the Borrower or any Subsidiary or for a
      substantial part of its assets, and, in any such case, such proceeding or
      petition shall continue undismissed for 60 days or an order or decree
      approving or ordering any of the foregoing shall be entered;

     

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

     

    (j)  Holdings,
      the Borrower or any Subsidiary shall become unable, admit in writing its
      inability or fail generally to pay its debts as they become due;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    45

     

    (k)  one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $25,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary
      or
      any combination thereof and the same shall remain undischarged for a period
      of
      30 consecutive days during which execution shall not be effectively stayed,
      or any action shall be legally taken by a judgment creditor (and such action
      is
      not effectively stayed) to attach or levy upon any assets of Holdings, the
      Borrower or any Subsidiary to enforce any such judgment;

     

    (l)  an
      ERISA
      Event shall have occurred that, in the opinion of the Required Lenders, when
      taken together with all other ERISA Events that have occurred, could reasonably
      be expected to result in liability of the Borrower and its Subsidiaries in
      an
      aggregate amount exceeding (i) $3,000,000 in any year or
      (ii) $5,000,000 for all periods; or

     

    (m)  a
      Change
      in Control shall occur;

     

    then,
      and
      in every such event (other than an event with respect to the Borrower described
      in clause (h) or (i) of this Article), and at any time thereafter during the
      continuance of such event, the Administrative Agent may, and at the request
      of
      the Required Lenders shall, by notice to the Borrower, take either or both
      of
      the following actions, at the same or different
      times:  (i) terminate the Commitments, and thereupon the
      Commitments shall terminate immediately, and (ii) declare the Loans then
      outstanding to be due and payable in whole (or in part, in which case any
      principal not so declared to be due and payable may thereafter be declared
      to be
      due and payable), and thereupon the principal of the Loans so declared to be
      due
      and payable, together with accrued interest thereon and all fees and other
      obligations of the Borrower accrued hereunder, shall become due and payable
      immediately, without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by the Borrower; and in case of any event with
      respect to the Borrower described in clause (h) or (i) of this Article, the
      Commitments shall automatically terminate and the principal of the Loans then
      outstanding, together with accrued interest thereon and all fees and other
      obligations of the Borrower accrued hereunder, shall automatically become due
      and payable, without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by the Borrower.

     

    ARTICLE
      VIII

     

    The
      Administrative Agent

     

    Each
      of
      the Lenders hereby irrevocably appoints the Administrative Agent as its agent
      and authorizes the Administrative Agent to take such actions on its behalf
      and
      to exercise such powers as are delegated to the Administrative Agent by the
      terms of the Loan Documents, together with such actions and powers as are
      reasonably incidental thereto.

     

    The
      bank
      serving as the Administrative Agent hereunder shall have the same rights and
      powers in its capacity as a Lender as any other Lender and may exercise the
      same
      as though it were not the Administrative Agent, and such bank and its Affiliates
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    46

     

    may
      accept deposits from, lend money to and generally engage in any kind of business
      with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as
      if
      it were not the Administrative Agent hereunder.

     

    The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth in the Loan Documents.  Without limiting the
      generality of the foregoing, (a) the Administrative Agent shall not be
      subject to any fiduciary or other implied duties, regardless of whether a
      Default has occurred and is continuing, (b) the Administrative Agent shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated by the
      Loan Documents that the Administrative Agent is required to exercise in writing
      by the Required Lenders (or such other number or percentage of the Lenders
      as
      shall be necessary under the circumstances as provided in Section 9.02),
      and (c) except as expressly set forth in the Loan Documents, the
      Administrative Agent shall not have any duty to disclose, and shall not be
      liable for the failure to disclose, any information relating to Holdings, the
      Borrower or any of its Subsidiaries that is communicated to or obtained by
      the
      bank serving as Administrative Agent or any of its Affiliates in any
      capacity.  The Administrative Agent shall not be liable for any action
      taken or not taken by it with the consent or at the request of the Required
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section 9.02) or in the absence of
      its own gross negligence or wilful misconduct.  The Administrative
      Agent shall be deemed not to have knowledge of any Default unless and until
      written notice thereof is given to the Administrative Agent by Holdings, the
      Borrower or a Lender, and the Administrative Agent shall not be responsible
      for
      or have any duty to ascertain or inquire into (i) any statement, warranty
      or representation made in or in connection with any Loan Document, (ii) the
      contents of any certificate, report or other document delivered thereunder
      or in
      connection therewith, (iii) the performance or observance of any of the
      covenants, agreements or other terms or conditions set forth in any Loan
      Document, (iv) the validity, enforceability, effectiveness or genuineness
      of any Loan Document or any other agreement, instrument or document, or
      (v) the satisfaction of any condition set forth in Article IV or
      elsewhere in any Loan Document, other than to confirm receipt of items expressly
      required to be delivered to the Administrative Agent.

     

    The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing believed by it to be genuine
      and to have been signed or sent by the proper Person.  The
      Administrative Agent also may rely upon any statement made to it orally or
      by
      telephone and believed by it to be made by the proper Person, and shall not
      incur any liability for relying thereon.  The Administrative Agent may
      consult with legal counsel (who may be counsel for the Borrower), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through any one or more sub-agents appointed by the
      Administrative Agent.  The Administrative Agent and any such sub-agent
      may perform any and all its duties and exercise its rights and powers through
      their respective Related 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    47

     

    Parties.  The
      exculpatory provisions of the preceding paragraphs shall apply to any such
      sub-agent and to the Related Parties of each Administrative Agent and any such
      sub-agent, and shall apply to their respective activities in connection with
      the
      syndication of the credit facilities provided for herein as well as activities
      as Administrative Agent.

     

    Subject
      to the appointment and acceptance of a successor Administrative Agent as
      provided in this paragraph, the Administrative Agent may resign at any time
      by
      notifying the Lenders and the Borrower.  Upon any such resignation,
      the Required Lenders shall have the right, in consultation with the Borrower
      (except that no consultation is required during an Event of Default), to appoint
      a successor.  If no successor shall have been so appointed by the
      Required Lenders and shall have accepted such appointment within 30 days
      after the retiring Administrative Agent gives notice of its resignation, then
      the retiring Administrative Agent may, on behalf of the Lenders, appoint a
      successor Administrative Agent which shall be a bank with an office in New
      York,
      New York, or an Affiliate of any such bank.  Upon the acceptance of
      its appointment as Administrative Agent hereunder by a successor, such successor
      shall succeed to and become vested with all the rights, powers, privileges
      and
      duties of the retiring Administrative Agent, and the retiring Administrative
      Agent shall be discharged from its duties and obligations
      hereunder.  The fees payable by the Borrower to a successor
      Administrative Agent shall be the same as those payable to its predecessor
      unless otherwise agreed between the Borrower and such
      successor.  After the Administrative Agent’s resignation hereunder,
      the provisions of this Article and Section 9.03 shall continue in effect
      for the benefit of such retiring Administrative Agent, its sub-agents and their
      respective Related Parties in respect of any actions taken or omitted to be
      taken by any of them while it was acting as Administrative Agent.

     

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

     

    ARTICLE
      IX

     

    Miscellaneous

     

    SECTION
      9.01.  Notices.  (a)  Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and subject to paragraph (b) below), all notices and other
      communications provided for herein shall be in writing and shall be delivered by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by telecopy, as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    48

     

    (i)  if
      to
      Holdings or the Borrower, to Advance Stores Company, Incorporated at 5008
      Airport Road, Roanoke, Virginia 24012, Attention of Chief Financial
      Officer  (Telecopy No. (540) 561-6445);

     

    (ii)  if
      to the
      Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services
      Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention
      of Timothy Rojas (Telecopy No. (713) 750-2223), with a copy to JPMorgan
      Chase Bank, N.A., 270 Park Avenue, 4th Floor, New York 10017,
      Attention of Barry Bergman (Telecopy No. (212) 270-6637); and

     

    (iii)  if
      to any
      Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.

     

    (b)  Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communications pursuant to procedures approved by the
      Administrative Agent; provided that the foregoing shall not apply to
      notices pursuant to Article II unless otherwise agreed by the Administrative
      Agent and the applicable Lender.  The Administrative Agent or the
      Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it; provided that approval of such procedures may
      be limited to particular notices or communications.

     

    (c)  Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto.  All
      notices and other communications given to any party hereto in accordance with
      the provisions of this Agreement shall be deemed to have been given on the
      date
      of receipt.

     

    SECTION
      9.02.  Waivers;
      Amendments.  (a)  No failure or delay by the
      Administrative Agent or any Lender in exercising any right or power hereunder
      or
      under any other Loan Document shall operate as a waiver thereof, nor shall
      any
      single or partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or
      power.  The rights and remedies of the Administrative Agent and the
      Lenders hereunder and under the other Loan Documents are cumulative and are
      not
      exclusive of any rights or remedies that they would otherwise
      have.  No waiver of any provision of any Loan Document or consent to
      any departure by either Loan Party therefrom shall in any event be effective
      unless the same shall be permitted by paragraph (b) of this Section, and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the purpose for which given.  Without limiting the generality of
      the foregoing, the making of a Loan shall not be construed as a waiver of any
      Default, regardless of whether the Administrative Agent or any Lender may have
      had notice or knowledge of such Default at the time.

     

    (b)  Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except, in the case of this Agreement,
      pursuant to an agreement or agreements in writing entered into by Holdings,
      the
      Borrower and the Required Lenders or, in the case of any other Loan


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    49

     

    Document,
      pursuant to an agreement or agreements in writing entered into by the
      Administrative Agent and the Loan Party or Loan Parties that are parties
      thereto, in each case with the consent of the Required Lenders; provided
      that no such agreement shall (i) increase the Commitment of any Lender
      without the written consent of such Lender, (ii) reduce the principal
      amount of any Loan or reduce the rate of interest thereon, or reduce any fees
      payable hereunder, without the written consent of each Lender affected thereby,
      (iii) postpone the scheduled date of payment of the principal amount of any
      Loan, or any interest thereon, or any fees payable hereunder, or reduce the
      amount of, waive or excuse any such payment, or postpone the scheduled date
      of
      expiration of any Commitment, without the written consent of each Lender
      affected thereby, (iv) change Section 2.15(b) or (c) in a manner
      that would alter the pro rata sharing of payments required thereby, without
      the
      written consent of each Lender, (v) change any of the provisions of this
      Section or the definition of “Required Lenders” or any other provision of any
      Loan Document specifying the number or percentage of Lenders required to waive,
      amend or modify any rights thereunder or make any determination or grant any
      consent thereunder, without the written consent of each Lender, or
      (vi) release Holdings from its Guarantee under the Guarantee Agreement, or
      limit its liability in respect of such Guarantee, without the written consent
      of
      each Lender; providedfurther that no such agreement shall amend,
      modify or otherwise affect the rights or duties of the Administrative Agent
      without the prior written consent of the Administrative
      Agent.  Notwithstanding the foregoing, any provision of this Agreement
      may be amended by an agreement in writing entered into by Holdings, the
      Borrower, the Required Lenders and the Administrative Agent if (i) by the terms
      of such agreement the Commitment (if any) of each Lender not consenting to
      the
      amendment provided for therein shall terminate upon the effectiveness of such
      amendment and (ii) at the time such amendment becomes effective, each Lender
      not
      consenting thereto receives payment in full of the principal of and interest
      accrued on each Loan made by it and all other amounts owing to it or accrued
      for
      its account under this Agreement.

     

    SECTION
      9.03.  Expenses;
      Indemnity; Damage Waiver.  (a)  The Borrower shall pay
      (i) all reasonable out-of-pocket expenses incurred by the Arrangers, the
      Administrative Agent, the Syndication Agent and their Affiliates, including
      the
      reasonable fees, charges and disbursements of counsel for the Arrangers, the
      Administrative Agent and the Syndication Agent, in connection with the
      syndication of the credit facilities provided for herein, the preparation and
      administration of the Loan Documents or any amendments, modifications or waivers
      of the provisions thereof (whether or not the transactions contemplated hereby
      or thereby shall be consummated) and (ii) all out-of-pocket expenses
      incurred by the Administrative Agent, including the fees, charges and
      disbursements of any counsel for the Administrative Agent, in connection with
      the enforcement or protection of its rights in connection with the Loan
      Documents, including its rights under this Section, or in connection with the
      Loans made hereunder, including all such out-of-pocket expenses incurred during
      any workout, restructuring or negotiations in respect of such
      Loans.

     

    (b)  The
      Borrower shall indemnify each Arranger, the Administrative Agent, the
      Syndication Agent and each Lender, and each Related Party of any of the
      foregoing Persons (each such Person being called an “Indemnitee”)
      against, and hold 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    50

     

    each
      Indemnitee harmless from, any and all losses, claims, damages, liabilities
      and
      related expenses, including the fees, charges and disbursements of any counsel
      for any Indemnitee, incurred by or asserted against any Indemnitee arising
      out
      of, in connection with, or as a result of (i) the execution or delivery of
      any Loan Document or any other agreement or instrument contemplated hereby,
      the
      performance by the parties to the Loan Documents of their respective obligations
      thereunder or the consummation of the Transactions or any other transactions
      contemplated hereby, (ii) any Loan or the use of the proceeds therefrom,
      (iii) any actual or alleged presence or release of Hazardous Materials on
      or from any property currently or formerly owned or operated by Holdings, the
      Borrower or any of its Subsidiaries, or any Environmental Liability related
      in
      any way to Holdings, the Borrower or any of its Subsidiaries, or (iv) any
      actual or prospective claim, litigation, investigation or proceeding relating
      to
      any of the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto; provided that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses resulted from
      the
      gross negligence or wilful misconduct of such Indemnitee.

     

    (c)  To
      the
      extent that the Borrower fails to pay any amount required to be paid by it
      to
      any Arranger, the Administrative Agent or the Syndication Agent under
      paragraph (a) or (b) of this Section, each Lender severally agrees to pay
      to such Arranger, the Administrative Agent or the Syndication Agent, as the
      case
      may be, such Lender’s pro rata share (determined as of the time that the
      applicable unreimbursed expense or indemnity payment is sought) of such unpaid
      amount; provided that the unreimbursed expense or indemnified loss,
      claim, damage, liability or related expense, as the case may be, was incurred
      by
      or asserted against such Arranger, the Administrative Agent or the Syndication
      Agent in its capacity as such.  For purposes hereof, a Lender’s “pro
      rata share” shall be determined based upon its share of the sum of the total
      outstanding Loans and unused Commitments at the time.

     

    (d)  To
      the
      extent permitted by applicable law, neither Holdings nor the Borrower shall
      assert, and each hereby waives, any claim against any Indemnitee, on any theory
      of liability, for special, indirect, consequential or punitive damages (as
      opposed to direct or actual damages) arising out of, in connection with, or
      as a
      result of, this Agreement or any agreement or instrument contemplated hereby,
      the Transactions, any Loan or the use of the proceeds thereof.

     

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

     

    SECTION
      9.04.  Successors
      and Assigns.  (a)  The provisions of this Agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns permitted hereby, except that (i) the
      Borrower may not assign or otherwise transfer any of its rights or obligations
      hereunder without the prior written consent of each Lender (and any attempted
      assignment or transfer by the Borrower without such consent shall be null and
      void) and (ii) no Lender may assign or otherwise transfer its rights or
      obligations hereunder except in accordance with this Section.  Nothing
      in this Agreement, expressed or implied, shall be construed to confer


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    51

     

    upon
      any
      Person (other than the parties hereto, their respective successors and assigns
      permitted hereby, Participants (to the extent provided in paragraph (c) of
      this Section) and, to the extent expressly contemplated hereby, the Related
      Parties of each of the Administrative Agent and the Lenders) any legal or
      equitable right, remedy or claim under or by reason of this
      Agreement.

     

    (b)  (i)  Subject
      to the conditions set forth in paragraph (b)(ii) below, any Lender may
      assign to one or more assignees all or a portion of its rights and obligations
      under this Agreement (including all or a portion of its Commitment and the
      Loans
      at the time owing to it) with the prior written consent (such consent not to
      be
      unreasonably withheld) of:

     

    (A)  the
      Borrower, provided that no consent of the Borrower shall be required for
      an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
      an
      Event of Default has occurred and is continuing, any other assignee;
      and

     

    (B)  the
      Administrative Agent.

     

    (ii)  Assignments
      shall be subject to the following additional conditions:

     

    (A)  except
      in
      the case of an assignment to a Lender or an Affiliate or Approved Fund of a
      Lender or an assignment of the entire remaining amount of the assigning Lender’s
      Commitment and outstanding Loans, the amount of the Commitment and outstanding
      Loans of the assigning Lender subject to each such assignment (determined as
      of
      the date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent) shall not be less than $1,000,000 unless
      each of the Borrower and the Administrative Agent otherwise consent,
provided that no such consent of the Borrower shall be required if an
      Event of Default has occurred and is continuing;

     

    (B)  each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement;

     

    (C)  the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500; and

     

    (D)  the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an Administrative Questionnaire in which the assignee designates one or more
      Credit Contacts to whom all syndicate-level information (which may contain
      material non-public information about the Borrower, the Loan Parties and their
      Related Parties or their respective securities) will be made available and
      who may receive such information in accordance with the assignee’s compliance
      procedures and applicable laws, including Federal and state securities
      laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    52

     

    For
      the
      purposes of this Section 9.04(b), the term “Approved Fund” has the
      following meaning:

     

    “Approved
      Fund” means any Person (other than a natural person) that is engaged in
      making, purchasing, holding or investing in bank loans and similar extensions
      of
      credit in the ordinary course of its business and that is administered or
      managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
      an Affiliate of an entity that administers or manages a Lender.

     

    (iii)  Subject
      to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
      Section, from and after the effective date specified in each Assignment and
      Assumption the assignee thereunder shall be a party hereto and, to the extent
      of
      the interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of
      Sections 2.12, 2.13, 2.14 and 9.03).  Any assignment or transfer
      by a Lender of rights or obligations under this Agreement that does not comply
      with this Section 9.04 shall be treated for purposes of this Agreement as a
      sale by such Lender of a participation in such rights and obligations in
      accordance with paragraph (c) of this Section.

     

    (iv)  The
      Administrative Agent, acting for this purpose as an agent of the Borrower,
      shall
      maintain at one of its offices in the City of New York a copy of each Assignment
      and Assumption delivered to it and a register for the recordation of the names
      and addresses of the Lenders, and the Commitment of, and principal amount of
      the
      Loans owing to, each Lender pursuant to the terms hereof from time to time
      (the
“Register”).  The entries in the Register shall be conclusive,
      and the Borrower, the Administrative Agent and the Lenders may treat each Person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary.  The Register shall be available for inspection by the
      Borrower and any Lender, at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (v)  Upon
      its
      receipt of a duly completed Assignment and Assumption executed by an assigning
      Lender and an assignee, the assignee’s completed Administrative Questionnaire
      (unless the assignee shall already be a Lender hereunder), the processing and
      recordation fee referred to in paragraph (b) of this Section and any
      written consent to such assignment required by paragraph (b) of this
      Section, the Administrative Agent shall accept such Assignment and Assumption
      and record the information contained therein in the Register.  No
      assignment shall be effective for purposes of this Agreement unless it has
      been
      recorded in the Register as provided in this paragraph.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    53

     

    (c)  (i)  Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and
      obligations under this Agreement (including all or a portion of its Commitment
      and the Loans owing to it); provided that (A) such Lender’s
      obligations under this Agreement shall remain unchanged, (B) such Lender
      shall remain solely responsible to the other parties hereto for the performance
      of such obligations and (C) the Borrower, the Administrative Agent and the
      other Lenders shall continue to deal solely and directly with such Lender in
      connection with such Lender’s rights and obligations under this
      Agreement.  Any agreement or instrument pursuant to which a Lender
      sells such a participation shall provide that such Lender shall retain the
      sole
      right to enforce the Loan Documents and to approve any amendment, modification
      or waiver of any provision of the Loan Documents; provided that such
      agreement or instrument may provide that such Lender will not, without the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 9.02(b) that affects such
      Participant.  Subject to paragraph (c)(ii) of this Section, the
      Borrower agrees that each Participant shall be entitled to the benefits of
      Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (b) of this
      Section.  To the extent permitted by law, each Participant also shall
      be entitled to the benefits of Section 9.08 as though it were a Lender,
      provided such Participant agrees to be subject to Section 2.15(c) as though
      it were a Lender.

     

    (ii)  A
      Participant shall not be entitled to receive any greater payment under
      Section 2.12 or 2.14 than the applicable Lender would have been entitled to
      receive with respect to the participation sold to such Participant, unless
      the
      sale of the participation to such Participant is made with the Borrower’s prior
      written consent.  A Participant that would be a Foreign Lender if it
      were a Lender shall not be entitled to the benefits of Section 2.14 unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with
      Section 2.14(e) as though it were a Lender.

     

    (d)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including without limitation any pledge or assignment to secure obligations
      to a
      Federal Reserve Bank, and this Section shall not apply to any such pledge or
      assignment of a security interest; provided that no such pledge or
      assignment of a security interest shall release a Lender from any of its
      obligations hereunder or substitute any such pledgee or assignee for such Lender
      as a party hereto.

     

    (e)  Notwithstanding
      anything to the contrary contained herein, any Lender (a “Granting
      Lender”) may grant to a special purpose funding vehicle (an “SPV”),
      identified as such in writing from time to time by the Granting Lender to the
      Administrative Agent and the Borrower, the option to provide to the Borrower
      all
      or any part of any Loan that such Granting Lender would otherwise be obligated
      to make to the Borrower pursuant to this Agreement, provided that
      (i) nothing herein shall constitute a commitment by any SPV to make any
      Loan and (ii) if an SPV elects not to exercise such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    54

     

    option
      or
      otherwise fails to provide all or any part of such Loan, the Granting Lender
      shall be obligated to make such Loan pursuant to the terms
      hereof.  The making of a Loan by an SPV hereunder shall utilize the
      Commitment of the Granting Lender to the same extent, and as if, such Loan
      were
      made by such Granting Lender.  Each party hereto hereby agrees that no
      SPV shall be liable for any indemnity or similar payment obligation under this
      Agreement (all liability for which shall remain with the Granting
      Lender).  In furtherance of the foregoing, each party hereto hereby
      agrees (which agreement shall survive the termination of this Agreement) that,
      prior to the date that is one year and one day after the payment in full of
      all
      outstanding commercial paper or other senior indebtedness of any SPV, it will
      not institute against, or join any other person in instituting against, such
      SPV
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings under the laws of the United States of America or any State
      thereof.  In addition, notwithstanding anything to the contrary in
      this Section 9.04, any SPV may (i) with notice to, but without the
      prior written consent of, the Borrower and the Administrative Agent and without
      paying any processing fee therefor, assign all or a portion of its interests
      in
      any Loans to the Granting Lender or to any financial institutions (consented
      to
      by the Borrower and the Administrative Agent) providing liquidity and/or credit
      support to or for the account of such SPV to support the funding or maintenance
      of Loans and (ii) disclose on a confidential basis any non-public
      information relating to its Loans to any rating agency, commercial paper dealer
      or provider of any surety, guarantee or credit or liquidity enhancement to
      such
      SPV.  As this Section 9.04(e) applies to any particular SPV, this
      Section may not be amended without the written consent of such SPV.

     

    SECTION
      9.05.  Survival.  All
      covenants, agreements, representations and warranties made by the Loan Parties
      in the Loan Documents and in the certificates or other instruments delivered
      in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans, regardless of any investigation made by any such other party or on its
      behalf and notwithstanding that the Administrative Agent or any Lender may
      have
      had notice or knowledge of any Default or incorrect representation or warranty
      at the time any credit is extended hereunder, and shall continue in full force
      and effect as long as the principal of or any accrued interest on any Loan
      or
      any fee or any other amount payable under this Agreement is outstanding and
      unpaid and so long as the Commitments have not expired or
      terminated.  The provisions of Sections 2.12, 2.13, 2.14 and 9.03
      and Article VIII shall survive and remain in full force and effect
      regardless of the consummation of the transactions contemplated hereby, the
      repayment of the Loans, the expiration or termination of the Commitments or
      the
      termination of this Agreement or any provision hereof.

     

    SECTION
      9.06.  Counterparts;
      Integration; Effectiveness.  This Agreement may be executed in
      counterparts (and by different parties hereto on different counterparts), each
      of which shall constitute an original, but all of which when taken together
      shall constitute a single contract.  This Agreement, the other Loan
      Documents and any separate letter agreements with respect to fees payable to
      the
      Administrative Agent constitute the entire contract among the parties relating
      to the subject matter hereof 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    55

     

    and
      supersede any and all previous agreements and understandings, oral or written,
      relating to the subject matter hereof.  Except as provided in Section
      4.01, this Agreement shall become effective when it shall have been executed
      by
      the Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof which, when taken together, bear the signatures of each
      of
      the other parties hereto, and thereafter shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and
      assigns.  Delivery of an executed counterpart of a signature page of
      this Agreement by electronic transmission shall be effective as delivery of
      a
      manually executed counterpart of this Agreement.

     

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

     

    SECTION
      9.08.  Right
      of Setoff.  If an Event of Default shall have occurred and be
      continuing, each Lender and each of its Affiliates is hereby authorized at
      any
      time and from time to time, to the fullest extent permitted by law, to set
      off
      and apply any and all deposits (general or special, time or demand, provisional
      or final) at any time held and other obligations at any time owing by such
      Lender or Affiliate to or for the credit or the account of the Borrower against
      any of and all the obligations of the Borrower now or hereafter existing under
      this Agreement held by such Lender, irrespective of whether or not such Lender
      shall have made any demand under this Agreement and although such obligations
      may be unmatured.  The rights of each Lender under this Section are in
      addition to other rights and remedies (including other rights of setoff) which
      such Lender may have.

     

    SECTION
      9.09.  Governing
      Law; Jurisdiction; Consent to Service of
      Process.  (a)  This Agreement shall be construed in
      accordance with and governed by the law of the State of New York.

     

    (b)  Each
      of
      Holdings and the Borrower hereby irrevocably and unconditionally submits, for
      itself and its property, to the nonexclusive jurisdiction of the Supreme Court
      of the State of New York sitting in New York County and of the United States
      District Court of the Southern District of New York, and any appellate court
      from any thereof, in any action or proceeding arising out of or relating to
      any
      Loan Document, or for recognition or enforcement of any judgment, and each
      of
      the parties hereto hereby irrevocably and unconditionally agrees that all claims
      in respect of any such action or proceeding may be heard and determined in
      such
      New York State or, to the extent permitted by law, in such Federal
      court.  Each of the parties hereto agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.  Nothing in this Agreement or any other Loan Document shall
      affect any right that the Administrative Agent or any Lender may otherwise
      have
      to bring any action or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    56

     

    proceeding
      relating to this Agreement or any other Loan Document against Holdings, the
      Borrower or its properties in the courts of any jurisdiction.

     

    (c)  Each
      of
      Holdings and the Borrower hereby irrevocably and unconditionally waives, to
      the
      fullest extent it may legally and effectively do so, any objection which it
      may
      now or hereafter have to the laying of venue of any suit, action or proceeding
      arising out of or relating to this Agreement or any other Loan Document in
      any
      court referred to in paragraph (b) of this Section.  Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court.

     

    (d)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 9.01.  Nothing in this Agreement
      or any other Loan Document will affect the right of any party to this Agreement
      to serve process in any other manner permitted by law.

     

    SECTION
      9.10.  WAIVER
      OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
      IN
      ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
      AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
      (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY
      HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
      PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
      NOT,
      IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      9.11.  Headings.  Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      9.12.  Confidentiality.  Each
      of the Administrative Agent and the Lenders agrees to maintain the
      confidentiality of the Information (as defined below), except that Information
      may be disclosed (a) to its and its Affiliates' directors, officers,
      employees and agents, including accountants, legal counsel and other advisors
      (it being understood that the Persons to whom such disclosure is made will
      be
      informed of the confidential nature of such Information and instructed to keep
      such Information confidential), (b) to the extent requested by any
      regulatory authority, (c) to the extent required by applicable laws or
      regulations or by any subpoena or similar legal process, (d) to any other
      party to this Agreement, (e) in connection with the exercise of any
      remedies hereunder or any suit, action or proceeding relating to this Agreement
      or the enforcement of rights hereunder, (f) subject to an agreement
      containing provisions 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    57

     

    substantially
      the same as those of this Section, to (i) any assignee of or Participant
      in, or any prospective assignee of or Participant in, any of its rights or
      obligations under this Agreement or (ii) any actual or prospective
      counterparty (or its advisors) to any swap or derivative transaction relating
      to
      the Borrower and its obligations, (g) with the consent of the Borrower or
      (h) to the extent such Information (i) becomes publicly available
      other than as a result of a breach of this Section or (ii) becomes
      available to the Administrative Agent or any Lender on a non-confidential basis
      from a source other than the Borrower.

     

    For
      the
      purposes of this Section, "Information" means all information received from
      the
      Borrower relating to the Borrower or its business, other than any such
      information that is available to the Administrative Agent or any Lender on
      a
      non-confidential basis prior to disclosure by the Borrower; provided that,
      in
      the case of information received from the Borrower after the date hereof, such
      information is clearly identified at the time of delivery as
      confidential.  Any Person required to maintain the confidentiality of
      Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information.

     

    EACH
      LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN
      SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
      MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES
      OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
      PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
      WILL
      HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
      AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

     

    ALL
      INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
      BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
      ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
      CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES
      AND
      THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY,
      EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT
      HAS
      IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
      INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
      WITH
      ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
      SECURITIES LAWS.

     

    SECTION
      9.13.  Interest
      Rate Limitation.  Notwithstanding anything herein to the contrary,
      if at any time the interest rate applicable to any Loan, together with all
      fees,
      charges and other amounts which are treated as interest on such Loan under
      applicable law (collectively, the “Charges”), shall exceed the maximum
      lawful rate (the “Maximum Rate”) which may be contracted for, charged,
      taken, received or reserved by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    58

     

    the
      Lender holding such Loan in accordance with applicable law, the rate of interest
      payable in respect of such Loan hereunder, together with all Charges payable
      in
      respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
      the interest and Charges that would have been payable in respect of such Loan
      but were not payable as a result of the operation of this Section shall be
      cumulated and the interest and Charges payable to such Lender in respect of
      other Loans or periods shall be increased (but not above the Maximum Rate
      therefor) until such cumulated amount, together with interest thereon at the
      Federal Funds Effective Rate to the date of repayment, shall have been received
      by such Lender.

     

    SECTION
      9.14.  USA
      Patriot Act.  Each Lender hereby notifies each of the Borrower and
      Holdings that pursuant to the requirements of the USA Patriot Act (Title III
      of
      Pub. L. 107-56 (signed into law October 26, 2001)), (the “Act”), it
      is required to obtain, verify and record information that identifies each of
      the
      Borrower and Holdings, which information includes the name and address of each
      of the Borrower and Holdings and other information that will allow such Lender
      to identify each of the Borrower and Holdings in accordance with the
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    59

     

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

     

     

    
      	 	
              ADVANCE
                AUTO PARTS, INC.,  

            
	 	 
	 	 	by	 
	 	 	 	/s/
              Michael O. Moore
	 	 	 	Name: Michael
              O. Moore
	 	 	 	
              Title: Executive
                Vice President, Chief Financial
                Officer

            


    

     

    
       

      
        	 	
                ADVANCE
                  STORES COMPANY, 

                INCORPORATED,  

              
	 	 
	 	 	by	 
	 	 	 	/s/
                Michael O. Moore
	 	 	 	Name: Michael
                O. Moore
	 	 	 	
                Title: Executive
                  Vice President, Chief Financial
                  Officer

              


      

       

       

      
        	 	
                JPMORGAN
                  CHASE BANK, N.A., 

                individually
                  and as Administrative Agent,

              
	 	 
	 	 	by	 
	 	 	 	/s/
                Barry Bergman 
	 	 	 	Name: Barry
                Bergman
	 	 	 	Title: Managing
                Director


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	
                [LENDERS],  

              
	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name: 
	 	 	 	Title: